As of the date hereof, the Company has 240,000,000 authorized shares of Common Stock and 117,043,442 shares of Common Stock outstanding. All of the outstanding Common Stock has been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the Public Reports, no Common Stock is entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company other than those issued or granted in the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements.