Common use of Capitalization of the Corporation Clause in Contracts

Capitalization of the Corporation. The authorized capital stock of SKYLYNX consists entirely of 100,000,000 shares of Common Stock having a par value of $.0001 per share, and 25,000,000 shares of Preferred Stock having a par value of $.0001 per share. As of September 30, 2005, there were a total of __________________ shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNX's capital stock have been validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Preferred and Series B Preferred to be issued to the DCI Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 hereof have been duly approved by the Directors of SKYLYNX and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in SKYLYNX's SEC Documents, there are no equity securities of SKYLYNX authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 hereto, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNX's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNX. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNX. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNX, to which any of the SKYLYNX Common Stockholders is a party or bound.

Capitalization of the Corporation. The authorized capital stock of SKYLYNX Guardian consists entirely of 100,000,000 15,000,000 shares of Common Stock having a par value of $.0001 .001 per share, and 25,000,000 1,000,000 shares of Preferred Stock having a par value of $.0001 .20 per share. As of September 30March 31, 20052003, there were a total of __________________ 1,755,583 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As of the Closing Date, there will be no more than 2,150,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNXGuardian's capital stock have been validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Guardian Common Stock and Guardian Preferred and Series B Preferred Stock to be issued to the DCI Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 2.1 hereof have been duly approved by the Directors of SKYLYNX Guardian and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in SKYLYNXGuardian's SEC Documents, there are no equity securities of SKYLYNX Guardian authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 heretoSchedule 8.6, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNXGuardian's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNXGuardian. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX Guardian to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNXGuardian. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNXGuardian, to which any of the SKYLYNX Common Stockholders Guardian stockholders is a party or bound.

Capitalization of the Corporation. The authorized capital stock of SKYLYNX Oban consists entirely of 100,000,000 shares of Common Stock having a par value of $.0001 00001 per share, and 25,000,000 no shares of Preferred Stock having a par value of $.0001 per shareStock. As of September 30August 31, 20052003, there were a total of __________________ 21,000,000 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. As of the Closing Date, after giving effect to the surrender for cancellation by Achron of 14.5 million shares as provided for in Section 4.3 of this Agreement and to the issuance of up to 400,000 shares of Common Stock pursuant to a proposed private placement, there will be no more than 6,900,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNXOban's capital stock have been or will be in the case of the proposed private placement validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. All issued and outstanding shares of Oban have been issued and transferred in compliance with all law, rules and regulations regarding the issuance, distribution and trading of shares and securities in each jurisdiction that Oban has issued and/or distributed its shares or any of its shareholders has traded its shares since inception. The issuance of the shares of SKYLYNX Series A Preferred and Series B Preferred Oban Common Stock to be issued to the DCI Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 2.1 hereof have been duly approved by the Directors of SKYLYNX Oban and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal federal, state and state provincial securities laws. Except as described in SKYLYNXOban's SEC Documents, there are no equity securities of SKYLYNX Oban authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 hereto, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNXOban's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNXOban. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX Oban to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNXOban. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNXOban, to which any of the SKYLYNX Common Stockholders Oban stockholders is a party or bound.

Capitalization of the Corporation. The authorized capital stock of SKYLYNX consists entirely of 100,000,000 shares of Common Stock having a par value of $.0001 per share, and 25,000,000 shares of Preferred Stock having a par value of $.0001 per share. As of September 30November 11, 2005, there were a total of __________________ 29,714,036 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNX's capital stock have been validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Preferred and Series B Preferred to be issued to the DCI VETCO Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 hereof have been duly approved by the Directors of SKYLYNX and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in SKYLYNX's SEC Documents, there are no equity securities of SKYLYNX authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 hereto, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNX's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNX. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNX. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNX, to which any of the SKYLYNX Common Stockholders is a party or bound.

Capitalization of the Corporation. The entire authorized capital stock of SKYLYNX the Corporation consists entirely of 100,000,000 12,000 shares of Preferred Stock of which 6,000 shares are issued to Friedland and remain outstanding, and 2,500 shares of Common Stock having a par value ox xxxxx 000 shares are issued to each of $.0001 per share, Friedland and 25,000,000 shares of Preferred Stock having a par value of $.0001 per share. As of September 30, 2005, there were a total of __________________ shares of Common Stock issued La Terra and outstanding and no shares of Preferred Stock issued and remain outstanding. All outstanding shares of SKYLYNX's capital stock the issued xxx xxxxtanding Common Stock and Preferred Stock have been duly authorized, are validly issued, are fully paid and non-assessableassessable (other than pursuant to New York Business Law Section 630) and are held of record by the Shareholders, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Preferred free and Series B Preferred to be issued to the DCI Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 hereof have been duly approved by the Directors of SKYLYNX and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free clear of any liens, encumbrances and claims charges, Encumbrances or in violation of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities lawsstatutory or common law preemptive rights. Except as described in SKYLYNX's SEC Documents, there are no equity securities of SKYLYNX authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 SCHEDULE 4.1(c) attached hereto, there are no authorized, issued outstanding or outstanding subscriptions, authorized options, warrants, rights, contracts, calls, commitments puts, rights to subscribe, conversion rights or other purchase rights agreements or commitments to which the Corporation or any Shareholder is a party or which are binding upon the Corporation or any Shareholder providing for the issuance, transfer, disposition or acquisition of any nature or character relating to any of SKYLYNX's its capital stock. There are no outstanding or authorized equity appreciation, equity securities, debt or other securities convertible into phantom stock or equity similar rights with respect to the Corporation. There are no dividends which have accrued or been declared but are unpaid on the outstanding capital stock of the Corporation. All Taxes required to be paid in connection with the issuance and any transfers of the outstanding capital stock of the Corporation have been paid. All permits or authorizations required to be obtained from or registrations required to be effected with any Person in connection with any and all issuances of securities of SKYLYNX. As of the Corporation from the date of this Agreementits incorporation to the date hereof have been obtained or effected, there and all securities of the Corporation have been issued and are no outstanding contractual obligations held in accordance with the provisions of SKYLYNX to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNXall Applicable Law. There are no voting trusts, stockholder proxies or any other agreements or other understandings with respect to the voting of the capital stock of the Corporation, which would not otherwise be terminated at or before the Closing. Upon consummation of the Closing, the Corporation will not have any securities convertible into or exchangeable for any shares of its capital stock which have been created prior to the Closing, nor will it have outstanding any rights, options, agreements or arrangements to subscribe for or to purchase its capital stock or any securities convertible into or exchangeable for its capital stock, which the Corporation is a party or, has been created prior to the Best Knowledge of SKYLYNX, to which any of the SKYLYNX Common Stockholders is a party or boundClosing.

Capitalization of the Corporation. The authorized capital stock of SKYLYNX consists entirely of 100,000,000 shares of Common Stock having a par value of $.0001 per share, and 25,000,000 shares of Preferred Stock having a par value of $.0001 per share. As of September 30May 15, 2005, 2004, there were a total of __________________ 28,279,321 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding. All outstanding shares of SKYLYNX's capital stock have been validly issued, are fully paid and non-assessable, and are not subject to pre-emptive rights. The issuance of the shares of SKYLYNX Series A Preferred and Series B Preferred to be issued to the DCI ADTECH Shareholders on the Closing Date in accordance with Sections 5.1 and 5.5 hereof have been duly approved by the Directors of SKYLYNX and will, upon their issuance, have been validly issued and will be fully paid and non-assessable, free of any liens, encumbrances and claims of any kind and nature except restrictions against transferability without compliance with applicable federal and state securities laws. Except as described in SKYLYNX's SEC Documents, there are no equity securities of SKYLYNX authorized, issued or outstanding, and except as set forth in SKYLYNX's SEC Documents or on Exhibit 11.6 hereto, there are no authorized, issued or outstanding subscriptions, options, warrants, contracts, calls, commitments or other purchase rights of any nature or character relating to any of SKYLYNX's capital stock, equity securities, debt or other securities convertible into stock or equity securities of SKYLYNX. As of the date of this Agreement, there are no outstanding contractual obligations of SKYLYNX to repurchase, redeem or otherwise acquire any shares of capital stock of SKYLYNX. There are no voting trusts, stockholder agreements or other voting arrangements to which the Corporation is a party or, to the Best Knowledge of SKYLYNX, to which any of the SKYLYNX Common Stockholders is a party or bound.