The authorized capital stock of SELLER consists of 90,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31, 2017, there are 40,217,090 shares of Common Stock issued and/or issuable on a fully diluted basis, as follows: 29,001,486 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive rights, (ii) 4,233,666 shares of Common Stock issuable upon exercise of outstanding warrants and stock options; (iii) 2,841,930 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and (iv) 4,140,008 shares of Common Stock issuable upon conversion of the Series B Convertible Preferred Stock (collectively the “Securities”). As of October 31, 2017, there are 4,810,154 shares of Preferred Stock issued and outstanding, consisting of 1,705,154 shares of Series A Convertible Preferred Stock and 3,105,000 shares of Series B Convertible Preferred Stock. Except for the transactions contemplated hereby and as described herein or in the SELLER’S SEC FILINGS (as defined below), there are no outstanding options, warrants, convertible securities or other rights, agreements, arrangements or commitments relating to the Common Stock or obligating SELLER to issue or sell any shares of Common Stock, or any other interest in, SELLER. All outstanding shares of capital stock of SELLER were issued, sold and delivered in material compliance with all applicable federal and state securities laws. No person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by this Agreement or otherwise. The issue and sale of the Shares will not obligate SELLER to issue shares of Common Stock or other securities to any person (other than the PURCHASERS) and will not result in a right of any holder of SELLER securities to adjust the exercise, conversion, exchange or reset price under such securities.