The capitalization of the Company is as set forth in the Registration Statement, the Base Prospectus, the Prospectus and the Prospectus Supplement. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options or stock appreciation rights under the Company’s equity incentive plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plan and pursuant to the conversion or exercise of securities exercisable, exchangeable or convertible into Common Stock (“ Common Stock Equivalents ”), or the issuance of shares of Common Stock to vendors, creditors or other third party service providers in exchange for services rendered or other amounts or compensation owed by the Company to such third parties. 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. Except (i) pursuant to the Company’s equity incentive plans, (ii) pursuant to agreements or instruments filed as exhibits to Incorporated Documents, (iii) as disclosed in the Incorporated Documents, or (iv) pursuant to agreements with vendors, creditors or other third party service providers to issue shares of Common Stock, whether existing as of the date hereof or entered into hereafter, in exchange for services rendered or other amounts or compensation owed by the Company to such third parties, there are no outstanding options, warrants, script rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Shares will not obligate the Company to issue shares of Common Stock or other securities to any Person and, except as required pursuant to the anti-dilution provisions included in those certain Warrants to Purchase Common Stock issued by the Company on February 7, 2012, will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and non-assessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.