The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof. The Company has provided to the Buyer a capitalization schedule which represents the number of shares outstanding on the date hereof and a proforma capitalization reflecting its currently anticipated restructuring (reflecting the issuance of the Conversion Shares).