As of May 4, 2016, the authorized and outstanding capital stock of the Company consists of (a) 2,000,000 shares of preferred stock, none of which are outstanding, and (b) 100,000,000 Shares of the Company common stock, of which 35,702,763 Shares are outstanding. As of the date hereof and as of the Closing Date, (i) there are no options, warrants, securities or instruments convertible into or exchangeable for, or other rights, agreements, arrangements or commitments relating to, or obligating the Company or any of its Subsidiaries to issue or sell any Shares of, the capital stock of, or any other interest in the Company (other than this Agreement and the Rights Agreements), (ii) there have not been any non-cash dividends or in-kind distributions, including dividends or distributions of assets, property, rights, or options to acquire any assets property or rights of the Company, including securities issued by or the assets or properties of its Subsidiaries, declared or payable, or (iii) there has not been any issuance of equity securities (or any instrument exercisable or exchangeable for or convertible into the equity securities) of the Company for consideration per Share less than $15.5460, whether pursuant to a “shelf takedown” from the Company’s registration statement on Form S-3 filed with the SEC on December 8, 2014 or otherwise, in the case of this clause (iii), other than (x) any issuance pursuant to a registration statement on Form S-8 relating to the sale of securities to employees of the Company or a subsidiary of the Company pursuant to a stock option, stock purchase, or similar equity incentive plan or (y) issuances of equity securities (or any instrument exercisable or exchangeable for or convertible into the equity securities) for consideration in the aggregate less than $5,000,000, and in each case of clause (i), (ii) and (iii), except as set forth in the Company Public Filings that are filed with the SEC prior to the date hereof.