Immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of (i) 350,000,000 shares of common stock, par value $0.001 per share (“ Common Stock ”), of which 143,182,111 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.001 per share (“ Preferred Stock ”), 5,000,000 shares of which are designated as “Series B Convertible Preferred Stock”, none of which are issued and outstanding and 10,000,000 of which are designated as “Series C Convertible Preferred Stock”, none of which are issued and outstanding. The designations, powers, preferences, rights, qualifications, limitations and restrictions in respect of the Series C Stock are as set forth in the Certificate of Designations, Powers, Preferences and Rights of the Series C Convertible Preferred Stock attached hereto as Exhibit B (the “ Certificate of Designations ”), and all such designations, powers, preferences, rights, qualifications, limitations and restrictions are valid, binding and enforceable in accordance with all applicable laws. As of the date hereof 9,050,000 shares of Common Stock are reserved for issuance upon exercise of stock options granted under the Company’s 2007 Stock Option Plan and 25,000,000 shares of Common Stock are reserved for issuance upon exercise of stock options and other stock awards to be granted under the Company’s 2013 Equity Incentive Plan 18,358,500 of which have been granted as of the date hereof).  As of the date hereof there are outstanding warrants to purchase 37,860,648 shares of Common Stock, outstanding warrants to purchase 344,993 shares of Series B Convertible Preferred Stock and outstanding convertible notes convertible into 46,222,204 shares of Common Stock. As of the date hereof, 5,473,143 shares of Common Stock are issuable to prior purchasers of the Company’s securities as penalty shares. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are subject to no preemptive rights (and were not issued in violation of any preemptive rights). The Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Stock or other equity security except as specified in this subsection 2(c), and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other equity security.