On the Closing Date, immediately before the transactions to be consummated pursuant to this Agreement, UMHL shall have authorized (a) 500,000,000 shares of Common Stock, par value $.00001 per share, of which 58,319,100 shares shall be issued and outstanding, all of which are duly authorized, validly issued and fully paid; and (b) 10,000,000 shares of Preferred Stock, $.00001 par value, of which no shares are issued or outstanding and the detailed shareholdings of which are more particularly set out in Exhibit B hereto.