3.19 Full Disclosure. The company provided buyers with all the information requested by the purchasers as part of its decision to acquire the shares. To the company`s knowledge, there are no facts that have a significant impact on the transaction, assets, liabilities, financial situation or activity of the company (individually or in total) that do not significantly affect the agreement, exposures to that effect, corresponding agreements or other documents provided to the purchaser or their lawyers or lawyers. (c) the company does not know that one of its employees is bound by a contract (including licenses, agreements or obligations of any kind) or other agreements or subject to a judgment, judgment or decision of a court or administrative authority that would violate its obligations to the company or conflict with the company`s activities. , as proposed. Each employee, officer and advisor of the company executed an agreement of proprietary information and inventiveness in the form that was previously made available to the buyers or their respective lawyers. No employee, official or consultant of the company has excluded works or inventions made before taking care of the company from its assignment of inventions under this agreement on personal data and inventions. The company does not consider that it is or will be necessary to use inventions, trade secrets or proprietary information of one of its employees prior to their employment by the company, with the exception of inventions, trade secrets or proprietary information attributed to it. (a) The company`s authorized share capital consists of i) 15,000,000 common shares immediately before closing; Nominal value of $0.001 per share, none of which is issued and pending, and (ii) 880,000 preferred share shares, par value of $0.001 per share, all of which are called Series A Preferred Stock, none of which are issued or pending. Immediately after the effect of the transactions under this Agreement and the Contribution Agreement, 6,760,563 shares of the common stock will be issued and issued pending and 870,171 shares of the Series A preferred share will be issued and pending. Act), any of the securities or securities currently outstanding that can be issued below.
To the company`s knowledge, no shareholder in the company has entered into a share voting agreement for the company, unless it is included in the shareholders` pact. Foreign exchange restrictions on this purchase, (iii) any government or other consent that may need to be obtained, and (iv) income tax and, if applicable, any other tax implications that may be relevant to the purchase, maintenance, withdrawal, sale or transfer of the shares. The offer and sale, subscription and payment and payment of the right to sell the shares by the companies and the continuation of the economic participation of the shares do not infringe the securities in force or other laws of jurisdiction of the buyer. (c) with the exception of the shares reserved for the issue under the plan and unless this can be granted under this agreement and related agreements, there are no outstanding options, guarantees, rights (including conversion or pre-emption and pre-emption rights), proxy or shareholder agreements or agreements of any kind for the purchase or acquisition of one of their securities by the company.