The authorized capital stock of the Company consists of 300,000,000 shares of Common Stock, of which 86,836,370 shares are outstanding on the date hereof, and 10,000,000 shares of preferred stock, $0.0001 par value per share, of which no shares are outstanding on the date hereof. Except as set forth in the SEC Filings, there are no existing options, warrants, calls, preemptive (or similar) rights, subscriptions or other rights, agreements, arrangements or commitments of any character obligating the Company to issue, transfer or sell, or cause to be issued, transferred or sold, any shares of the capital stock of the Company or other equity interests in the Company or any securities convertible into or exchangeable for such shares of capital stock or other equity interests, and there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of its capital stock or other equity interests. Further, the Company shall not, from the date hereof and ending on the day immediately following the last day of the Escrow Period, set a record date prior to the issuance of the Shares with respect to, or pay a cash or stock dividend in or otherwise make a distribution payable in shares of Common Stock on Common Stock, subdivide its outstanding shares of Common Stock into a larger number of shares, or issue, in the event of a reclassification of shares of Common Stock, any shares of capital stock of the Company, so that no more than 86,836,370 shares of Common Stock are issued and outstanding immediately prior to the issuance of any Shares.