As of December 11, 2015, the authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which 7,123,074 shares are issued and outstanding, 1,288,134 shares are reserved for issuance pursuant to existing warrants to purchase Common Stock; 2,000,000 are reserved for issuance pursuant to the 2015 Intellinetics, Inc. Equity Incentive Plan, and 5,798,345 shares are reserved for issuance in accordance with outstanding convertible notes. In the Offering contemplated by this Agreement, up to 3,333,332 shares of Common Stock may be issued, up to an additional 1,666,666 shares of Common Stock may be issued if all the Warrants are exercised, and up to an additional 333,334 shares of Common Stock may be issued if all the Placement Agent Warrants are exercised the aggregate total number of Common Stock that could be issued in this Offering (not including Common Stock and warrants that may be issued in connection with an exchange offer to the holders of outstanding convertible notes, as further described in the Private Placement Memorandum) is 5,333,332 (the “Maximum Number of Shares Offered”). Except as described above or in the Private Placement Memorandum, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the Securities Act (except for the registration rights provisions contained herein) and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Shares. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.