As of the date hereof, the authorized common stock of the Company consists of 50,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 17,692,760 shares are issued and outstanding; and no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 3,059,306 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non- assessable. .