As of February 29, 2016, the authorized capital stock of the Company consists of (i) 200,000,0000 shares of Common Stock, par value $0.001, of which 40,253,056 shares are issued and outstanding, 3,935,000 shares are reserved for issuance pursuant to stock options granted, 17,888,945 shares are reserved for issuance pursuant to warrants to purchase Common Stock, and 4,056,042 shares are reserved for issuance upon exchange of Exchangeable Shares, and (ii) 5,000,000 shares of preferred stock, par value $0.001 per share, of which one share is designated as Special Voting Preferred Stock and is issued and outstanding, and 278,530 shares are designated as Series A Preferred Stock, of which 278,530 are issued and outstanding. Upon filing of the Series B Certificate of Designation with the Secretary of State of Nevada in accordance with this Agreement, 1,000,000 shares will be designated as Series B Preferred Stock, of which none are outstanding., provided however, the Company may increase the number of Series B Preferred Stock that has been designated solely by the action of the Company’s Board of Directors and no further consent of the Investors is required. Except as described above and in the SEC Documents (including without limitation, with respect to “piggyback” registration rights under placement agent warrants issued on March 6, 2013, and anti-dilution rights under warrants issued to investors in the quarter ended March 31, 2013), (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 Securities Act 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). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and nonassessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the stockholders of the Company or any Lien imposed through the actions or failure to act of the Company.