The authorized number of Party A’s shares is 1,015,000,000 total shares, including 1,000,000,000 shares of common stock and 15,000,000 shares of preferred stock. As of the Effective Date, and not giving effect to the Party A Exchange Shares issued in connection with this Agreement, Party A has 70,176,241 shares of common stock issued and 62,121,360 shares outstanding. Party A has not issued any preferred stock. The issued and outstanding shares are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. Party A has no existing options, warrants, calls, or commitments of any character relating to its authorized and unissued stock.