There are currently 22,751,307 shares of Company Common Stock issued and outstanding, and stock options and warrants that are issued and granted as of the Effective Date to acquire an additional 5,610,000 shares of Company Common Stock. The Parties acknowledge and agree that the Capital-Raise Shares and the Compensation Shares shall be issued prior to the Closing Date, for a total of 29,611,307 shares of Company Common Stock that will be issued or issuable as of the Closing Date. Upon completion of the issuance of 167,797,406 shares of the Company Common Stock to NHL Shareholders, there will be a total of 197,408,713 shares of Company Common Stock issued and outstanding or issuable, without consideration of the Offering Shares. At Closing, the Company’s authorized capitalization will consist of (a) 499,000,000 shares of common stock, par value $0.001 per share (“the Company Common Stock”), of which 197,408,713 shares will be issued and outstanding or issuable, and (b) 1,000,000 shares of preferred stock, par value $0.001 per share (“Preferred Stock”), none of which are issued and outstanding and all of which are undesignated. All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.