The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable, and other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal, or similar rights. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than (i) the grant of additional options, restricted stock or other equity awards under the Company’s existing stock option plans, (ii) changes in the number of outstanding Common Stock of the Company due to the issuance of shares upon the exercise, or conversion of securities exercisable for, or convertible into, Common Stock outstanding on the date hereof and, in addition, shares issued to service providers as compensation pursuant to certain agreements with those service providers, (iii) as a result of the issuance of the Shares, or (iv) any repurchases of capital stock of the Company) and such authorized capital stock conforms to the description thereof set forth in the Registration Statement and the Prospectus. The description of the Common Stock in the Registration Statement and the Prospectus is complete and accurate in all material respects.