As of March 31, 2016, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of Common Stock, of which 22,670,217 shares were issued and outstanding and 10,000,000 authorized shares of preferred stock, par value $0.001 per share, none of which were issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of March 31, 2016, and exclusive of options outstanding to purchase 5,416,034 shares of common stock of the Company pursuant to the Company’s 2014 Equity Incentive Plan, and warrants outstanding to purchase 11,841,231 shares of common stock of the Company, other than as publicly announced prior to such date and reflected in the SEC filings of the Company (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 1933 Act, other than piggy-back registration rights issued to third parties in conjunction with prior financings, 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 any of the Securities provided that an event of default does not occur as described in Section 3 of the Note. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. In addition, there is no agreement or arrangement that has the effect of obligating the Company or any of its Subsidiaries, as a result of the transactions contemplated by this Agreement, the Note, the Warrant, the Intercreditor Agreement or the Transfer Agent Instructions to establish rights or otherwise benefit any person in a manner equal to, or more favorable than, the terms hereof or thereof.