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, of which 141,616,264 shares are issued and outstanding, and (ii) 25,000,000 shares of preferred stock, par value $.001 per share, 5,000,000 shares of which are designated as “Series B Convertible Preferred Stock”, none of which are issued and outstanding. 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 12,922,648 shares of Common Stock, and warrants to purchase 344,993 shares of Series B Convertible Preferred Stock. 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). Except as provided in the Note and the Warrant, the Company does not have outstanding any securities or other obligations providing the holder the right to acquire Common Stock or other equity security that is not reserved for issuance as specified in this subsection 5(c), and the Company has not made any other commitment to authorize, issue or sell any Common Stock or other equity security.