Subscription Agreement Delaware

b) capitalization; Voting rights. The Company`s authorized share capital, just prior to the original closing date, consists of common shares, valued at $0.001 per share (“common share”) whose issued and pending shares are pending, as well as preferred shares of preferred shares, $Preferred shares per share, shares of up to A, none of which are designated as Series A preferred shares. At the time of this acquisition, there are no open options, stock warrants or other rights for the acquisition or acquisition of common shares by the Company. The rights, preferences, privileges and restrictions of actions are defined in the Charter. The conversion shares have been reserved correctly and validly for the issue. When issued in accordance with the provisions of this Agreement and the Charter, the shares and shares in transformation are effectively issued, fully paid and unvaluable and are exempt from any right of pledge or charges, other than any right of restoration, provided by the company`s statutes; However, provided that the shares may be subject to transfer restrictions under government and/or federal securities laws, as required by this Act or as required by law at the time of the transfer. Except in the list of exceptions attached to Schedule B, unless there are no other outstanding shares of the company or rights to acquire shares of the company or other agreements or agreements to purchase shares of the Company. (f) registration and voting rights. Except as noted in Section 4(c) below, the Company is not currently required to register under the Securities Act, any of the securities currently outstanding in the Company or any of its securities that may be issued below.

To the company`s knowledge, no shareholder of the company has reached an agreement on the vote of the company`s shares. (b) the issuance of AA shares at the maximum of Series A, which are anticipated to AA Series investors, including (subject to the issuance below) of the shares, is done immediately after the company has received subscriptions to the AA series, which is a minimum of $250,000 (the date on which these AAd Preferre series shares are issued is designated as “first completion date”); when the buyer buys the shares after the original closing date, the issuance of the shares is made with the payment of the purchase price by the buyer and the company`s acceptance of the buyer`s subscription contract.