As of the date hereof, the authorized common stock of the Company consists of 1,750,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 3,682,762 shares are issued and outstanding; and 403,677 shares shall be reserved for issuance upon conversion of the Note immediately upon an increase in the authorized Common Stock or reverse stock split of the Common Stock which shall occur within 60 days of the date hereof. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .