As of the date hereof, the authorized common stock of  the Company consists of 150,000,000 authorized shares of Class A Common Stock, $0.001 par value per share, of which 66,145,695 shares are issued and outstanding; and 377,817 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. .