On the date hereof, the Buyer’s authorized capital stock consists of 900,000,000 shares of Common Stock, US $0.00001 par value, of which 2,917,799 shares are issued and outstanding, with 20,000,000 Preferred A stock authorized with 3,489,510 shares issued and outstanding (which will be retired), and 10,000,000 Preferred B stock authorized with 500 shares issued and outstanding. All of the outstanding shares of capital stock of the Buyer have been and on the Closing Date will be duly and validly issued and are fully paid and non-assessable.

Capitalization. The authorized capital stock of the Buyer consists of 200,000,000 shares of common stock having a par value of $0.001 and 2,000,000 shares of preferred stock having a par value of $0.001. Currently there are 9,801,269 shares of common stock issued outstanding. Currently there are 156,937 shares of Series A Preferred Stock issued and outstanding. All the issued and outstanding shares of common stock have been duly authorized and validly issued, are fully paid and nonassessable. The Buyer does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations or any contracts or commitments to issue or sell, shares of its capital stock or any such options, rights, convertible securities or obligations. There are no existing voting trusts or similar agreements to which the Buyer is a party with respect to the voting of the capital stock of the Buyer. All dividends and distributions of any nature with respect to any capital stock of the Buyer, declared or set aside prior to the Closing, have been paid. The Buyer represents that the Buyer does not have any commitments to issue shares other than those shares of Buyer Common Stock to be issued pursuant to the Merger and pursuant to certain convertible debt notes disclosed in the Financial Statements.

the authorized capital stock of the Purchaser consists of 100,000,000 shares of common stock having a par value of $0.0001 each, and 5,000,000 shares of preferred stock having a par value of $0.0001 each, of which 74,858,700 shares of common stock and no shares of preferred stock are issued and outstanding as of the date of this Agreement;

The authorized capital stock of the Company as of the date of this Agreement consists of 3,500,000 shares of Common Stock, of which, as of December 15, 2016, 2,484,211 shares were issued and outstanding, 140,000 shares of Series A Preferred Stock, par value $0.01 per share, of which 105,303 shares were issued and outstanding as of September 30, 2016, and 360,000 shares of Series B Preferred Stock, of which 244,263 shares were issued and outstanding as of December 31, 2016 . All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are free from preemptive rights.

Section # Capitalization. The Company, as of the date of the Closing, will have six hundred million (600,000,000) shares of Common Stock and twenty million (20,000,000) shares of preferred stock, par value $.0001 per share (the “Preferred Stock”) authorized pursuant to its amended and restated certificate of incorporation and 54,284,296 shares of Common Stock and no shares of Preferred Stock issued and outstanding as of the date hereof. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and non-assessable.