The authorized capital stock of SFI consists of 5,000,000,000 shares of Common Stock at $.0001 par value, and 50,000,000 shares of Preferred Stock at $.0001 par value per share. There are currently 1,692,238,861 shares of SFI Common Stock and 25,000,000 share of preferred stock issued and outstanding. All shares of capital stock of SFI outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.
(b)
The authorized capital stock of the Merger Sub consists of 10,000,000 shares of Common Stock at $.0001 par value, and 10,000,000 shares of Preferred Stock at $.0001 par value per share. As of the closing there will be 1,000,000 shares of the Merger Sub Common Stock issued and outstanding and held by SFI. There are currently no shares of preferred stock outstanding. All shares of capital stock of the Merger Sub outstanding as of the date of this Agreement have been duly authorized and validly issued, are fully paid and nonassessable, and are free of preemptive rights.
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