As of the Closing Date but prior to the issuance of any Units pursuant to this Agreement, the authorized and issued and outstanding capital stock of the Company consists solely of (i) 200,000,000 shares of Common Stock, par value $0.001 per such share, of which     81,999,325 shares of Common Stock are issued and outstanding, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per such share, of which no shares of Preferred Stock are issued and outstanding. The Company has furnished or made available to the Purchasers true and correct copies of the Company’s Certificate of Incorporation and Bylaws, each as in effect on the date hereof (the “ Charter Documents ”).  All of the outstanding shares of Common Stock have been duly and validly authorized and are fully paid and non-assessable.  None of the shares of Common Stock are subject to preemptive rights.  No shares of Common Stock are entitled to registration rights except as set forth on Schedule 3.1(c).  The Company is not a party to, and it has no knowledge of, any agreement restricting the voting of any shares of the Common Stock of the Company, or restricting the transfer of its securities.