As of the date hereof, the authorized capital stock of the Company consists of (a) 250,000,000 shares of Common Stock, 50,383,859 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 22,140 shares have been designated as Series A 17.38% Convertible Preferred Stock, 105,204 shares have been designated as Series B 17.38% Convertible Preferred Stock, 20,921 shares have been designated as Series C Convertible Preferred Stock and 15,000 shares have been designated as Series D Convertible Preferred Stock, and of which there are no shares of Series A 17.38% Convertible Preferred Stock, 6,376.2787 shares of Series B 17.38% Convertible Preferred Stock, no shares of Series C Convertible Preferred Stock and 12,958.21196 shares of Series D Convertible Preferred Stock 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, other than the New Securities, 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 New Securities, there will be (i) 64,040,753 shares of Common Stock issued and outstanding and (ii) a maximum of 57,870,205 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. 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 2(h) of the Disclosure Schedules, no holder of the Company’s capital stock is entitled to preemptive or similar rights in connection with the issuance of the New Securities. Except as set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after December 31, 2017, but prior to the date hereof, 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 set forth in or incorporated by reference into the SEC Documents filed with the SEC on or after December 31, 2017, but prior to the date hereof, 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 Holder, a true, correct and complete copy of the Company’s Certificate of Incorporation and Bylaws. From August 3, 2017 to the time of execution of this Agreement, the Company has not issued or sold any Common Stock or Common Stock Equivalents at a price (or exercise, conversion or exchange price, as applicable) per share of Common Stock less than $4.26, other than in respect of an Exempt Issuance.