The authorized capital stock of the Company consists of 150,000,000 shares of common stock, $0.01 par value per share (“ Common Stock ”), and 5,000,000 shares of preferred stock, $0.01 par value per share (“ Preferred Stock ”). As of the date hereof, (i) 15,011,498 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable, (ii) 1,492,434 shares of Common Stock are reserved for issuance upon the exercise of outstanding stock options granted pursuant to the Company’s employee stock plans (“ Stock Options ”), (iii) 1,006,679 shares of Common Stock are reserved for issuance upon exercise of outstanding warrants of the Company, (vi) 2,260,000 shares of Common Stock are reserved for issuance pursuant to Stock Options which are subject to the Company’s stockholders’ approval, and (vii) no rights to purchase shares of Series C Junior Participating Preferred stock, $0.01 par value per share, of the Company are issued and outstanding, and no other shares of capital stock of the Company are issued and outstanding. Except as listed above and disclosed in the company’s financial statements filed with the SEC, there are no outstanding options, stock appreciation rights, warrants or other rights, contracts, arrangements, or commitments of any character relating to the issued or unissued capital stock of the Company, or obligating the Company to issue, grant or sell any shares of capital stock of, or other equity interests in, or securities convertible into equity interests in, the Company. None of the outstanding equity securities or other securities of the Company were issued in violation of the Act or any other law, rule, or regulation.