Common use of Certain Corporate Matters Clause in Contracts

Certain Corporate Matters. VSCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s properties or nature of VSCO’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO has delivered to Tianyin true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO are complete and correct in all material respects. The stock records of VSCO and the Shareholder lists of VSCO that VSCO has previously furnished to Tianyin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s capital stock and any other outstanding securities issued by VSCO. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO Hemcure is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s Hemcure's properties or nature of VSCO’s Hemcure's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO Hemcure has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO Hemcure has delivered to Tianyin Aura Sound true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board board of Directors directors of VSCO Hemcure are complete and correct in all material respects. The stock records and stockholder list of VSCO and the Shareholder lists of VSCO Hemcure that VSCO Hemcure has previously furnished to Tianyin Aura Sound are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s Hemcure's capital stock and any other outstanding securities issued by VSCOHemcure. VSCO Hemcure is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO Hemcure is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO CryptoSign is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCOCryptoSign’s properties or nature of VSCOCryptoSign’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO CryptoSign has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO CryptoSign has delivered to Tianyin Company true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board board of Directors directors of VSCO CryptoSign are complete and correct in all material respects. The stock records and stockholder list of VSCO and the Shareholder lists of VSCO CryptoSign that VSCO CryptoSign has previously furnished to Tianyin Company are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOCryptoSign’s capital stock and any other outstanding securities issued by VSCOCryptoSign. VSCO CryptoSign is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO CryptoSign is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO FIIC is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s its properties or nature of VSCO’s its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO FIIC has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO FIIC has delivered to Tianyin NBYS true, accurate and complete copies of its certificate or articles Articles of incorporation Incorporation and bylawsBylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board Boards of Directors of VSCO FIIC previously furnished to NBYS are complete and correct in all material respects. The stock records of VSCO and the Shareholder stockholder lists of VSCO that VSCO has FIIC previously furnished to Tianyin NBYS are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOFIIC’s capital stock and any other outstanding securities issued by VSCOFIIC. VSCO FIIC is not in default under or in violation of any provision of its certificate Articles of Incorporation or articles of incorporation or bylaws Bylaws in any material respect. VSCO is not respect or in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.. FIIC has delivered to NBYS and the NBYS Stockholders a complete copy of FIIC’s audited financial statements and tax returns from FIIC’s inception to the Closing Date. 2.4

Certain Corporate Matters. VSCO EXDG is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s such properties or nature of VSCO’s such business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO EXDG has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO EXDG has delivered to Tianyin Sinary true, accurate and complete copies of its certificate or articles of incorporation and bylawsbylaws of EXDG, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders Stockholders and Board of Directors of VSCO EXDG are complete and correct in all material respects. The stock records of VSCO EXDG and the Shareholder Stockholder lists of VSCO EXDG that VSCO EXDG has previously furnished to Tianyin Sinary are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOEXDG’s capital stock and any other outstanding securities issued by VSCOEXDG. VSCO EXDG is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO EXDG is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO SEAA is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCOSEAA’s properties or nature of VSCOSEAA’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO SEAA has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO SEAA has delivered to Tianyin Lotus true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO SEAA are complete and correct in all material respects. The stock records of VSCO SEAA and the Shareholder lists of VSCO SEAA that VSCO SEAA has previously furnished to Tianyin Lotus are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOSEAA’s capital stock and any other outstanding securities issued by VSCOSEAA. VSCO SEAA is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO SEAA is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO Norpac is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCONorpac’s properties or nature of VSCONorpac’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO Norpac has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO Norpac has delivered to Tianyin Cellynx true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO Norpac are complete and correct in all material respects. The stock records of VSCO Norpac and the Shareholder lists of VSCO Norpac that VSCO Norpac has previously furnished to Tianyin Cellynx are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCONorpac’s capital stock and any other outstanding securities issued by VSCONorpac. VSCO Norpac is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO Norpac is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO PUBCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s such properties or nature of VSCO’s such business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO PUBCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO PUBCO has delivered to Tianyin Phoenix International true, accurate and complete copies of its certificate or articles of incorporation and bylawsbylaws of PUBCO, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders Stockholders and Board of Directors of VSCO PUBCO are complete and correct in all material respects. The stock records of VSCO PUBCO and the Shareholder Stockholder lists of VSCO PUBCO that VSCO PUBCO has previously furnished to Tianyin Phoenix International are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOPUBCO’s capital stock and any other outstanding securities issued by VSCOPUBCO. VSCO PUBCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO PUBCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO Xxxxxx is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s Xxxxxx’x properties or nature of VSCO’s Xxxxxx’x business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO Xxxxxx has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO Xxxxxx has delivered to Tianyin Dandrit true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board board of Directors directors of VSCO Xxxxxx are complete and correct in all material respects. The stock records and stockholder list of VSCO and the Shareholder lists of VSCO Xxxxxx that VSCO Xxxxxx has previously furnished to Tianyin Dandrit are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s Xxxxxx’x capital stock and any other outstanding securities issued by VSCOXxxxxx. VSCO Xxxxxx is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO Xxxxxx is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO PUBCO is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s such properties or nature of VSCO’s such business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO PUBCO has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO PUBCO has delivered to Tianyin DingXu BVI true, accurate and complete copies of its certificate or articles of incorporation and bylawsbylaws of PUBCO, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders Stockholders and Board of Directors of VSCO PUBCO are complete and correct in all material respects. The stock records of VSCO PUBCO and the Shareholder Stockholder lists of VSCO PUBCO that VSCO PUBCO has previously furnished to Tianyin DingXu BVI are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOPUBCO’s capital stock and any other outstanding securities issued by VSCOPUBCO. VSCO PUBCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO PUBCO is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO TDI is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s TDI's properties or nature of VSCO’s TDI's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO TDI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO TDI has delivered to Tianyin The Fashion House true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board of Directors of VSCO TDI are complete and correct in all material respects. The stock records of VSCO TDI and the Shareholder stockholder lists of VSCO TDI that VSCO TDI has previously furnished to Tianyin The Fashion House are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s TDI's capital stock and any other outstanding securities issued by VSCOTDI. VSCO TDI is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO TDI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject, excepting judgment stipulation with Radiant Partners - TDI's former landlord.

Certain Corporate Matters. VSCO IMOT is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s IMOT's properties or nature of VSCO’s IMOT's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO IMOT has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO IMOT has delivered to Tianyin Starwin true, accurate and complete copies of its certificate or articles Certificate of incorporation Incorporation and bylawsBylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board of Directors of VSCO IMOT are complete and correct in all material respects. The stock records of VSCO IMOT and the Shareholder stockholder lists of VSCO IMOT that VSCO IMOT has previously furnished to Tianyin Starwin are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s IMOT's capital stock and any other outstanding securities issued by VSCOIMOT. VSCO IMOT is not in default under or in violation of any provision of its certificate Certificate of Incorporation or articles of incorporation or bylaws Bylaws in any material respect. VSCO IMOT is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Except, IMOT is undergoing an exercise of a private placement and securing of general banking facilities.

Certain Corporate Matters. VSCO The Company is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s the Company's properties or nature of VSCO’s the Company's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO The Company has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO The Company has delivered to Tianyin Xxxxxx true, accurate and complete copies of its certificate or articles Articles of incorporation Incorporation and bylawsBylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders shareholders and Board of Directors of VSCO the Company are complete and correct in all material respects. The stock records of VSCO the Company and the Shareholder shareholder lists of VSCO that VSCO has the Company as previously furnished to Tianyin Xxxxxx by the Company are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s the Company's capital stock and any other outstanding securities issued by VSCOthe Company. VSCO is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO The Company is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO ENDD is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCOENDD’s properties or nature of VSCOENDD’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO ENDD has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO ENDD has delivered to Tianyin Hangson true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders and Board of Directors of VSCO ENDD are complete and correct in all material respects. The stock records of VSCO ENDD and the Shareholder lists of VSCO ENDD that VSCO ENDD has previously furnished to Tianyin Hangson are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOENDD’s capital stock and any other outstanding securities issued by VSCOENDD. VSCO ENDD is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO ENDD is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO SSMI is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s SSMI's properties or nature of VSCO’s SSMI's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO SSMI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO SSMI has delivered to Tianyin VeruTEK true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board board of Directors directors of VSCO SSMI are complete and correct in all material respects. The stock records and stockholder list of VSCO and the Shareholder lists of VSCO SSMI that VSCO SSMI has previously furnished to Tianyin VeruTEK are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s SSMI's capital stock and any other outstanding securities issued by VSCOSSMI. VSCO SSMI is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO SSMI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO DanDrit is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s DanDrit's properties or nature of VSCO’s DanDrit's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or businessDanDrit Material Adverse Effect. VSCO DanDrit has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO DanDrit has delivered or otherwise made available to Tianyin OS true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this the Agreement. The records of meetings of the Shareholders stockholders and Board board of Directors directors of VSCO DanDrit are complete and correct in all material respects. The stock records and stockholder list of VSCO and the Shareholder lists of VSCO DanDrit that VSCO DanDrit has previously furnished to Tianyin OS are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s DanDrit's capital stock and any other outstanding securities issued by VSCODanDrit. VSCO DanDrit is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO DanDrit is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO Star is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s its properties or nature of VSCO’s its business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO Star has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO Star has delivered to Tianyin each of the Purchasers true, accurate and complete copies of its certificate or articles Articles of incorporation Incorporation and bylawsBylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board Boards of Directors of VSCO Star previously furnished to the Purchasers are complete and correct in all material respects. The stock records of VSCO Star and the Shareholder stockholder lists of VSCO that VSCO has previously Star furnished to Tianyin Purchasers are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s Star's capital stock and any other outstanding securities issued by VSCOStar. VSCO Star is not in default under or in violation of any provision of its certificate Articles of Incorporation or articles of incorporation or bylaws Bylaws in any material respect. VSCO Star is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject. Star has delivered to the Purchasers a complete copy of Star's financial records and tax returns from Star's inception to the Closing Date.

Certain Corporate Matters. VSCO QLI is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCOQLI’s properties or nature of VSCOQLI’s business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO QLI has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO QLI has delivered to Tianyin QPC true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board of Directors of VSCO QLI are complete and correct in all material respects. The stock records of VSCO QLI and the Shareholder stockholder lists of VSCO QLI that VSCO QLI has previously furnished to Tianyin QPC are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCOQLI’s capital stock and any other outstanding securities issued by VSCOQLI. VSCO QLI is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO QLI is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.

Certain Corporate Matters. VSCO Acola is duly licensed or qualified to do business and is in good standing as a foreign corporation in every jurisdiction in which the character of VSCO’s Acola's properties or nature of VSCO’s Acola's business requires it to be so licensed or qualified other than such jurisdictions in which the failure to be so licensed or qualified does not, or insofar as can reasonably be foreseen, in the future will not, have a material adverse effect on its financial condition, results of operations or business. VSCO Acola has full corporate power and authority and all authorizations, licenses and permits necessary to carry on the business in which it is engaged or in which it proposes presently to engage and to own and use the properties owned and used by it. VSCO Acola has delivered to Tianyin Teda BVI true, accurate and complete copies of its certificate or articles of incorporation and bylaws, which reflect all restatements of and amendments made thereto at any time prior to the date of this Agreement. The records of meetings of the Shareholders stockholders and Board of Directors of VSCO Acola are complete and correct in all material respects. The stock records of VSCO Acola and the Shareholder stockholder lists of VSCO Acola that VSCO Acola has previously furnished to Tianyin Teda BVI are complete and correct in all material respects and accurately reflect the record ownership and the beneficial ownership of all the outstanding shares of VSCO’s Acola's capital stock and any other outstanding securities issued by VSCOAcola. VSCO Acola is not in default under or in violation of any provision of its certificate or articles of incorporation or bylaws in any material respect. VSCO Acola is not in any material default or in violation of any restriction, lien, encumbrance, indenture, contract, lease, sublease, loan agreement, note or other obligation or liability by which it is bound or to which any of its assets is subject.