The authorized capital stock of the Company consists of 400,000,000 shares of Common Stock and 10,000,000 shares of preferred stock. On the Effective Date, there are, and on the Closing Date there will be, outstanding (i) 44,104,648 shares of Common Stock of the Company; (ii) warrants to purchase 3,782,810 shares of Common Stock of the Company; (iii) no options to purchase shares of Common Stock of the Company issued pursuant to the Company’s 2002 Stock Option/Stock Issuance Plan; (iv) options to purchase 4,218,333 shares of Common Stock of the Company issued pursuant to the Company’s 2012 Stock Incentive Plan; (v) options to purchase 22,550,000 shares of Common Stock of the Company issued pursuant to the Company’s 2015 Stock Incentive Plan; (vi) 3,700 shares of Series A Preferred Stock convertible into 45,510,000 shares of Common Stock; (vii) 2,000 shares of Series B Preferred Stock convertible into 24,600,000 shares of Common Stock; (viii) 1,800 shares of Series C Preferred Stock convertible into 55,350,000 shares of Common Stock; (ix) 1,320 shares of Series D Preferred Stock convertible into 41,050,000 shares of Common Stock; and (x) 822.5 shares of Series E Preferred Stock convertible into 99,113,300 shares of Common Stock. All of the issued and outstanding shares of Common Stock are validly issued, fully paid and non-assessable and the issuance thereof was conducted in compliance with all applicable state and federal securities laws and either was not subject to preemptive rights or was issued in compliance therewith. Except for the preemptive rights in favor of the holders of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Shares issued and shares to be issued pursuant to this Agreement, no shares of the Company’s capital stock are subject to preemptive rights, rights of first refusal, participation rights or any other similar rights or any Encumbrances suffered or permitted by the Company. Except as set forth in the SEC Reports, (i) there are no outstanding debt securities; (ii) there are no outstanding shares of capital stock, Options, or Convertible Securities, or contracts, commitments, understandings or arrangements by which the Company is or may become bound to issue additional shares of capital stock of the Company or Options or Convertible Securities of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company; (iii) there are no agreements or arrangements under which the Company is obligated to register the sale of any of its securities under the Securities Act; (iv) there are no outstanding securities of the Company which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company is or may become bound to redeem a security of the Company; (v) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Series E Preferred Shares; (vi) the Company does not have any stock appreciation rights plans or agreements or any similar plan or agreement; and (vii) there is no dispute as to the class of any shares of the Company’s capital stock.