Conversion Solutions Holdings (fka CSHD)

[thehavenots]

5.3 BUYER'S STOCK.

(a) The authorized capital stock of the Buyer consists of 200,000,000 shares of common stock, $.001 par value per share, of which 62,157,721 shares are issued and outstanding as of the date of this Agreement, and except for such shares, there are no shares of capital stock of the Buyer outstanding. There are options see Exhibit D ("FHAL Financials"). In addition, there are 10,000,000 shares of capital stock reserved under the Fronthaul Group Inc. Compensation Plan for Outside Directors.

(b) All of the issued and outstanding shares of capital stock of the Buyer are duly and validly issued and outstanding and are fully paid and non-assessable, except to the extent otherwise required by the Delaware General Statutes 53-42 or other applicable Law, and none are subject to preemptive rights. Shares of the Buyer's Stock to be issued in connection with the Merger have been duly authorized and, when so issued, will be fully paid and non-assessable, and will not be subject to preemptive rights.

4.3 CAPITAL STOCK; SUBSIDIARIES.

(a) The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $0.001 par value per share, of which 48,898,637 shares are issued and outstanding as of the date of this Agreement, and 20,000,000 shares of preferred stock, $5 par value per share, of which there are no shares issued and outstanding as of the date of this Agreement. Except for the 48,898,637 shares of common stock referenced in the preceding sentence, there are no shares of capital stock or other equity securities of the Company outstanding.