The capitalization of the Company as of June 24, 2016 is as described in Schedule 3.3 attached hereto.  The Company has not issued any capital stock since such date.  No person or entity has any right of first refusal, preemptive right, right or participation, or any similar right to participate in the transactions contemplated by this Agreement.  Except as a result of this Agreement or as disclosed in the SEC Reports (as hereafter defined), there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person or entity any right to subscribe for or acquire any shares of the Company’s Common Stock.