The authorized capital stock of the Company consists of 50,000,000 shares, of which (i) 38,750,000 shares are designated as Voting Common Stock, of which 27,331,686 shares were issued and outstanding as of the date hereof (the “ Capitalization Date ”), (ii) 1,250,000 shares are designated as Non-Voting Common Stock, of which 1,019,000 shares were issued and outstanding as of the Capitalization Date and (iii) 10,000,000 shares are designated as preferred stock of the Company, par value $0.001 per share, of which no shares were issued and outstanding as of the Capitalization Date. The outstanding shares of capital stock of the Company have been duly authorized and are validly issued and outstanding, fully paid and non-assessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights), and have been issued in compliance with applicable securities laws.  As of the date hereof, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Voting Common Stock that is not reserved for issuance.