Banjo is a corporation duly incorporated, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Attached as Schedule 3.01 are complete and correct copies of the articles of incorporation and bylaws of Banjo as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Banjo’s articles of incorporation or by-laws at the Closing Date. Banjo has or will prior to Closing have taken all action required by law, its articles of incorporation and by-laws, or otherwise to authorize the execution and delivery of this Agreement, and Banjo has full power, authority, and legal right and has or will prior to Closing have taken all action required by law, its articles of incorporation and by-laws, or otherwise to consummate the transactions herein contemplated.