(a) The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 1,000,000 shares of preferred stock, par value $0.01 per share (“ Company Preferred Stock ”), of which any shares of Series A Preferred Stock, par value $0.01 per share, and any shares of Series B Preferred Stock, par value $0.01 per share, to be issued to the Investor pursuant to this Agreement will be authorized as of the Closing Date. At the close of business on March 31, 2017, 2017 (the “ Capitalization Date ”), (i) 24,898,375 shares of Common Stock were issued and outstanding, (ii) 1,449,048 shares of Common Stock were held by the Company in its treasury, (iii) 2,084,800 shares of Common Stock were reserved and available for issuance pursuant to the Company Stock Plan, (iv) 231,625 shares of Common Stock were subject to outstanding Options, and (iv) no shares of Company Preferred Stock were issued or outstanding. Since the Capitalization Date through the date hereof, neither the Company nor any of its Subsidiaries has (A) issued any Company Securities or incurred any obligation to make any payments based on the price or value of any Company Securities or dividends paid thereon, other than in connection with the vesting, settlement or exercise of the Options referred to above that were outstanding as of the Capitalization Date or as expressly contemplated by this Agreement, or (B) established a record date for, declared, set aside for payment or paid any dividend on, or made any other distribution in respect of, any shares of the Company’s capital stock.