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Big Brother

02/03/17 8:35 AM

#21 RE: DaReal #20

Yeah it's a bit confusing, I don't think the Nevada SOS process forward splits very well or at least the way the info is presented on the website. I'm going by the 8K, the merger agreement itself, which indicates a small forward split...and no mention of a r/s.

Section 3.05 Capitalization

(a) The authorized capital stock of Pubco consists of (i) 50,000,000 shares of Pubco Common Stock, of which 10,968,754 (23,810,861 after a forward split) shares are issued and outstanding and (ii) 10,000,000 shares of preferred stock, par value $0.001 per share, of which no shares are issued and outstanding. Pubco has no outstanding options, rights or commitments to issue shares of Pubco Stock or any other Equity Security of Pubco or Merger Sub, and there are no outstanding securities convertible or exercisable into or exchangeable for shares of Pubco Common Stock or any other Equity Security of Pubco or Merger Sub There is no voting trust, agreement or arrangement among any of the beneficial holders of Pubco Common Stock affecting the nomination or election of directors or the exercise of the voting rights of Pubco Common Stock. The offer, issuance and sale of such shares of Pubco Common Stock were (a) exempt from the registration and prospectus delivery requirements of the Securities Act, (b) registered or qualified (or were exempt from registration or qualification) under the registration or qualification requirements of all applicable state securities laws and (c) accomplished in conformity with all other applicable securities laws. None of such shares of Pubco Common Stock are subject to a right of withdrawal or a right of rescission under any federal or state securities or “Blue Sky” law.