THAT REQUIRE OR PERMIT ANY OF THE SHARES TO BE
VOTED BY OR AT THE DISCRETION OF ANYONE OTHER THAN THE SELLERS, AND THERE ARE NO
RESTRICTIONS OF ANY KIND ON THE TRANSFER OF ANY OF THE SHARES OTHER THAN (A)
RESTRICTIONS ON TRANSFER IMPOSED BY THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND (B) RESTRICTIONS ON TRANSFER IMPOSED BY APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS. SELLERS ACQUIRED THE SHARES ON JANUARY 27, 2011.
SECTION 3.3
CAPITALIZATION.
(A)
THE NUMBER OF SHARES AND TYPE OF ALL AUTHORIZED, ISSUED AND
OUTSTANDING CAPITAL STOCK OF THE COMPANY IS SET FORTH IN THE DISCLOSURE
SCHEDULES ATTACHED HERETO. ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK OF THE COMPANY HAVE BEEN DULY AUTHORIZED, VALIDLY ISSUED AND ARE FULLY
PAID AND NON-ASSESSABLE. ALL OF THE ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK OF THE COMPANY HAVE BEEN
2
OFFERED, ISSUED AND SOLD BY THE COMPANY IN COMPLIANCE WITH ALL APPLICABLE
FEDERAL AND STATE SECURITIES LAWS. NO SECURITIES OF THE COMPANY ARE ENTITLED TO
PREEMPTIVE OR SIMILAR RIGHTS, AND NO PERSON HAS ANY RIGHT OF FIRST REFUSAL,
PREEMPTIVE RIGHT, RIGHT OF PARTICIPATION, OR ANY SIMILAR RIGHT TO PARTICIPATE IN
THE TRANSACTIONS CONTEMPLATED. EXCEPT AS A RESULT OF THE PURCHASE AND SALE OF
THE SHARES, THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIPT RIGHTS TO
SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR
SECURITIES, RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR
GIVING ANY PERSON ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF COMMON
STOCK, OR CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE
COMPANY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK, OR
SECURITIES OR RIGHTS CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK.
THE ISSUANCE AND SALE OF THE SHARES WILL NOT OBLIGATE THE COMPANY TO ISSUE
SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY PERSON (OTHER THAN THE
PURCHASER) AND SHALL NOT RESULT IN A RIGHT OF ANY HOLDER OF COMPANY SECURITIES
TO ADJUST THE EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH
SECURITIES.
(B)
THERE ARE NO OUTSTANDING OBLIGATIONS, CONTINGENT OR OTHERWISE,
OF CLSR TO REDEEM, PURCHASE OR OTHERWISE ACQUIRE ANY CAPITAL STOCK OR OTHER
SECURITIES OF CLSR.
(C)
THERE ARE NO SHAREHOLDER AGREEMENTS, VOTING TRUSTS OR OTHER
AGREEMENTS OR UNDERSTANDINGS TO WHICH CLSR OR SELLERS IS A PARTY OR BY WHICH
EITHER OF THEM ARE BOUND RELATING TO THE VOTING OF ANY SHARES OF THE CAPITAL
STOCK OF CLSR.
(D)
THE SHARES SHALL BE DULY AUTHORIZED FOR ISSUANCE, WHEN
DELIVERED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, AND SHALL BE VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE AND THE TRANSFER OF SAID SHARES SHALL NOT
BE SUBJECT TO ANY PREEMPTIVE OR OTHER SIMILAR RIGHT.
SECTION 3.4
SUBSIDIARIES.
CLSR HAS NO SUBSIDIARIES.
SECTION 3.5
FINANCIAL STATEMENTS.
(A)
SEC REPORTS; FINANCIAL STATEMENTS. THE COMPANY HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE SECURITIES
EXCHANGE ACT OF 1934, AS