As of the date hereof, the authorized capital stock of the Company consists of (a) 250,000,000 shares of Common Stock, 25,845,138 shares of which are issued and outstanding as of the date hereof, and (b) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, of which 3,300 shares of Series A Preferred Stock, 68,395.4779 shares of Series B Preferred Stock, and 0 shares of Series C Preferred Stock are issued and outstanding as of the date hereof. All subscriptions, warrants, options, convertible securities, and other rights (contingent or other) to purchase or otherwise acquire equity securities of the Company issued and outstanding as of the date hereof, or contracts, commitments, understandings, or arrangements by which the Company or any of its subsidiaries is or may be obligated to issue shares of capital stock, or securities or rights convertible or exchangeable for shares of capital stock, are as set forth in the SEC Documents. Taking into account all rights and agreements described in the immediately preceding sentence and any applicable anti-dilution provisions in any such agreement, immediately after the Closing and after giving effect to the consummation of this offering of the Securities and the transactions contemplated by the July 207 PIPE Transaction, (i) there will be 28,671,849 shares of Common Stock issued and outstanding (without taking into account any conversion, exchange or exercise of (x) any Common Stock Equivalents outstanding as of the date hereof or (y) any shares of Series A Convertible Preferred Stock or Series B Convertible Preferred Stock occurring after the date hereof), (ii) there will be a maximum of 89,293,539 shares of Common Stock issuable upon conversion, exchange or exercise of all outstanding securities of the Company (including, without limitation, all Common Stock Equivalents) that are convertible into, exercisable or exchangeable for, settled in, or may be paid or repaid with, shares of Common Stock, (iii) on an “issued and outstanding” basis, the Purchaser will own 0.0% of the voting power of the Company and (iv) on a “fully diluted and as converted” basis (which shall include all convertible securities and rights to acquire equity securities, regardless of the “strike price” or voting rights thereof), the Purchaser will own at least 18.5% of the stock of the Company. The issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all applicable federal and state securities laws, and were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. Except as set forth in Section 3.1(m) of the Disclosure Schedules, no holder of the Company’s capital stock is entitled to preemptive or similar rights. Except as set forth in Section 3.1(m) of the Disclosure Schedules, there are no bonds, debentures, notes or other indebtedness having general voting rights (or convertible into securities having such rights) of the Company issued and outstanding. Except as Previously Disclosed or as contemplated by this Agreement or the Stockholder Agreement, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act. The Company has made available to the Purchaser, a true, correct and complete copy of the Company’s Certificate of Incorporation and Bylaws and the Vivo SPA (including any exhibits, annexes, schedules or other documents attached thereto). The Company represents that it has not entered into any agreement, side letter, arrangement or understanding with Vivo Capital LLC or any party to the Vivo SPA or any of their respective affiliates other than previously disclosed to the Purchaser and its counsel. The Company agrees not to enter into any amendment, modification or waiver of any provisions of the Vivo SPA or the “Stockholder Agreement” (as defined in the Vivo SPA) without the prior written consent of the Purchaser that is more favorable in any respect to Vivo Capital LLC or its affiliates than the corresponding provisions set forth in this Agreement or the Stockholder Agreement (as defined herein), except in connection with a bona fide financing transaction with Vivo Capital LLC or its affiliates occurring after the consummation of the “Closing” (as defined in the Vivo SPA), in which case the Company shall notify the Purchaser in writing prior to entering into any such amendment, modification or waiver.