As of the date hereof, the authorized common stock of the Company consists of 999,000,000 authorized shares of Common Stock, $0.00001 par value per share, of which 70 506,085 shares are issued and outstanding; and 18,155,126 shares are reserved for issuance upon conversion of the Note. All such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable.