As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 55,604,000 shares are issued and outstanding; and (ii) except as disclosed in the SEC Documents (as defined below), no authorized shares of Preferred Stock; no shares are reserved for issuance pursuant to the Company’s stock option plans, 1,233,644 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.