As of the date of this Agreement, the authorized capital stock of the Company consists of 3,000,000,000 shares of common stock, USD $0.0001 par value per share, and 50,000,000 shares of preferred stock, par value $0.0001, of which as of the date of this Agreement, 142,663,161 shares of the Company Common Stock and 0 shares of preferred stock are issued and outstanding. All shares of outstanding Company Common Stock have been duly authorized, are validly issued and outstanding, and are fully paid and non-assessable.