The capitalization of the Company is as set forth on Schedule 2.1(g) , which Schedule 2.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by (i) officers and director of the Company and (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities as of September 30, 2016. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the conversion and/or exercise of convertible securities and warrants outstanding as of the date of the most recently filed periodic report under the Exchange Act. Other than with regard to issuances to be made with respect to the outstanding warrants and convertible securities set forth on Schedule 2.1(g) (“ Exempt Issuances ”), no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and securities issued to employees, officers or directors, or former employees, officers or directors and other service providers or former service providers of the Company, there are no outstanding options, warrants, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or securities convertible or exercisable into Common Stock. The issuance and sale of the Securities will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Holder) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. Other than as set forth on Schedule 2.1(g), t here are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.