The present capital structure of the Company authorizes 1,000,000,000 shares of Common Stock. It also authorizes 10,000,000 shares of “blank check” Preferred Stock, which may be issued from time to time in one or more series with such rights, preferences and privileges as may be determined by the Board of Directors. The Company believes that this capital structure is inadequate for the future needs of the Company. Accordingly, the Board has approved the amendment of the Company’s Certificate of Incorporation (the “Certificate”) to increase the authorized number of shares of Common Stock from 1,000,000,000 to 3,000,000,000 shares (the “Common Stock Proposal”). No change is proposed to be made with respect to the number of authorized shares of Preferred Stock.
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