Common use of Capitalization and Other Capital Stock Matters Clause in Contracts

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption captions “Capitalization” and “Description of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case as described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package financial statements incorporated by reference in the Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares conform in all material respects to the case may be)description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Stock (including the case may be)Placement Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in or incorporated by reference into each of the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in or incorporated by reference into the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in or incorporated by reference into the Disclosure Package and the Prospectus, as the case may be). The Common Stock (including the Shares) conforms in all material respects to the description thereof contained in or incorporated by reference into each of the Disclosure Package and the Prospectus. All of the issued and outstanding Securities shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in or incorporated by reference into each of the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case as described in the Disclosure Package Registration Statement and the Prospectus, as ). The Placement Shares and the case may be)Company’s capital stock conforms and conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. All of the issued and outstanding Securities have capital stock of the Company has been duly authorized and validly issued, are is fully paid and nonassessable and have has been issued in compliance with all federal and state securities laws. None of the outstanding Securities were capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Warrant Private Placement Agreement, the Co-Investment Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s Company has not granted any stock options, and does not have any stock option, stock bonus and or other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case as described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Common Stock (including the Common Shares) conforms in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock (including the shares of Common stock owned by Selling Stockholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly fairly, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Common Stock (including the Disclosure Package and Offered Shares) conforms in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Warrant Private Placement Agreements, the Unit Private Placement Agreement, the Co-Investment Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s Company has not granted any stock options, and does not have any stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus or upon conversion of the preferred stock described in the Prospectus, as ). The Common Stock (including the case may be)Common Shares) conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued Since the date of the most recent financial statements of the Company included or incorporated by reference in the Registration Statement and outstanding the Prospectus there has not been any change in the capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any or to employee benefit plans described in the Disclosure Package Registration Statement and the Prospectus or upon the exercise of outstanding options or warrants described awards thereunder). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the ProspectusProspectus and awards under employee benefit plans as described in the first sentence of this section. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as ). The Shares conform in all material respects to the case may be)description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Securities Purchase Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s Company has not granted any stock options, and does not have any stock option, stock bonus and or other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus). The Common Shares (including the Shares) conform, as in all material respects, to the case may be)description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities Common Shares (including the Shares to be sold by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or its subsidiary other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to describes such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants warrants, if any, described in the Disclosure Package and Prospectus). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities Shares (including the Shares owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company as of March 31, 2007 is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” ”. The Common Stock (other than for subsequent issuances, if any, pursuant including the Shares) conforms in all material respects to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described description thereof contained in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, and the holders of outstanding shares of capital stock of the Company are not entitled to preemptive or other rights to subscribe for Shares. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorizedAt December 31, issued 2014, on a consolidated basis, after giving pro forma effect to the issuance and sale of the Securities pursuant hereto, the Company would have an authorized and outstanding capital stock of the Company is capitalization as set forth in the Disclosure Package and the Prospectus under the column “Actual” Offering Memorandum under the caption “Capitalization” (other than for subsequent issuancesissuances of capital stock, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus Offering Memorandum or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may beOffering Memorandum). All of the issued and outstanding Securities shares of common stock of the Company (the “Common Stock”) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the ProspectusOffering Memorandum. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus Offering Memorandum accurately and fairly presents the information required to be shown with respect to describes, in all material respects, such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Shares conform in all material respects to the case may be)description thereof contained in the Registration Statement and the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans plans, or upon the exercise of outstanding options, warrants or convertible securities, in each case described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or any other arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described described, in the Registration Statementall material respects, the Disclosure Package and the in each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under as of the column “Actual” under dates referred to therein. The Common Shares (including the caption “Capitalization” (other than for subsequent issuances, if any, pursuant Shares) conform in all material respects to this Agreement, the Private Placement Agreement and any employee benefit plans described description thereof contained in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. None of the outstanding shares of preferred stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under as of the column “Actual” under the caption “Capitalization” dates stated therein (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants options, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except as have been validly waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under in the column “entitled "Actual” " under the caption “"Capitalization” " (other than except for subsequent issuances, issuances following the date of the table under the caption "Capitalization," if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Common Stock conforms in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, Prospectus or issued or granted after the Disclosure Package and the Prospectusdate thereof. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” SEC Documents (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus SEC Documents or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package SEC Documents). The shares of Common Stock (including the Shares and the Prospectus, as Warrant Shares) conform in all material respects to the case may be)description thereof contained in the SEC Documents. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the ProspectusSEC Documents. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus SEC Documents accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Time of Sale Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described or referred to in the Disclosure Package and the Time of Sale Prospectus or upon exercise of outstanding options described or warrants described referred to in the Disclosure Package and Time of Sale Prospectus). The Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Time of Sale Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Time of Sale Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or All outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those are as set forth and accurately described and fairly described, in the Registration Statementall material respects, the Disclosure Package and the in each Applicable Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Prospectus under the column “Actual” under caption "Capitalization" on the caption “Capitalization” (basis set forth therein, other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the each Prospectus or upon exercise of outstanding options options, warrants or special warrants described in each Prospectus. The Common Shares, including the Disclosure Package and Shares, conform in all material respects to the description thereof contained in each Prospectus, as the case may be). All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or either Subsidiary other than those accurately described in the Registration Statement, the Disclosure Package and the each Prospectus. The description of the Company’s 's stock option, option and stock bonus and other stock plans or arrangementspurchase plans, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Prospectus accurately and fairly presents the information required by the Securities Act or the Canadian Securities Laws, as applicable, to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus). The share capital of the Company conforms, as in all material respects, to the case may be)description thereof contained in the Prospectus. All of the issued and outstanding Securities securities of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Common Stock (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “[PAGE] "Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in each Applicable Prospectus). The capital stock of the Disclosure Package and Company conforms in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities lawslaws or applicable exemptions from the requirements thereof. None of the outstanding Securities were capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in all material respects in the Registration Statement, the Disclosure Package and the Time of Sale Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each Applicable Prospectus in the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” Company’s balance sheet as of September 30, 2007 (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or All outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those are as set forth and accurately described and fairly described, in the Registration Statementall material respects, the Disclosure Package and the in each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus and other than options and other equity incentive awards issued by the Company subsequent to the date of such description in the Registration Statement and Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Common Shares (including the Prospectus, as Shares) conform in all material respects to the case may be)description thereof contained in the Prospectus or incorporated by reference therein. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” Supplement under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants conversion rights, in each case described in the Disclosure Package and the Prospectus, as the case may beProspectus Supplement). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state all applicable securities laws. None Except as described in the Prospectus Supplement, none of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Shares conform to the law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its Subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the ProspectusProspectus Supplement. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus Supplement accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case as described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” Supplement under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus Supplement or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus Supplement). The Common Stock (including the Prospectus, as Conversion Shares) conforms in all material respects to the case may be)description thereof contained in the Prospectus Supplement. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately required to be described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to and summarizes such plans, arrangements, options and rightsrights in all material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under in the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus). The Common Stock (including the Shares) conforms in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal securities laws and in all material respects with state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise or vesting of outstanding options or warrants warrants, in each case as described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus and other than options and other incentive awards issued by the Company subsequent to the date of such description in the Registration Statement and Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as ). The Shares conform in all material respects to the case may be)description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Shares (including the case may be)Placement Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in or incorporated by reference in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Recent SEC Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Recent SEC Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Recent SEC Disclosure). The shares of Common Stock (including the Shares and the Prospectus, as Warrant Shares) conform in all material respects to the case may be)description thereof contained in the Recent SEC Disclosure. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the ProspectusRecent SEC Disclosure. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Recent SEC Disclosure Package and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The Company does not have outstanding stockholder purchase rights or a “poison pill” or any similar arrangement in effect giving any Person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus each Applicable Prospectus, or incorporated or deemed to be incorporated by reference therein, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and each of the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Common Stock (including the Shares) conforms in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Disclosure Package and the Prospectus Prospectus, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in plans, upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants warrants, or as otherwise described in the Disclosure Package Registration Statement and the Prospectus, as ). The Shares conform in all material respects to the case may be)description thereof contained in the Prospectus. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Stock (including the case may be)Placement Shares) conform in all material respects to the description thereof contained in the Registration Statement and Prospectus. All of the issued and outstanding Securities Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, ---------------------------------------------- issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under in the column “entitled "Actual” " under the caption “"Capitalization” " (other than except for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package Prospectus), and the Common Stock (including the Common Shares) conforms in all material respects to the description thereof contained in the Prospectus, as the case may be). All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the Prospectus under the column “Actual” Registration Statement under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus Registration Statement or upon exercise of outstanding options or warrants described in the Disclosure Package and Registration Statement). The Common Stock (including the Prospectus, as Common Shares) conforms in all material respects to the case may be)description thereof contained in the Registration Statement. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus Registration Statement accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under as of the column “Actual” under the caption “Capitalization” dates referred to therein (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package Registration Statement and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as ). The Common Shares (including the case may be)Shares) conform in all material respects to the description thereof contained in the Prospectus. All of the issued and outstanding Securities Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not be duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package Statement and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Disclosure Package and the each Applicable Prospectus under the column “Actual” under the caption “Capitalization” or similar heading (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans described in the Disclosure Package and the Time of Sale Prospectus or upon the exercise of outstanding options or warrants described in each Applicable Prospectus). The Shares (including the Disclosure Package and Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus, as the case may be). All of the issued and outstanding Securities Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding Securities were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There Except as those described in each Applicable Prospectus, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the Disclosure Package and the Prospectusor any of its subsidiaries. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents reflects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement, the Private Placement Agreement and any employee benefit plans plans, or upon the exercise of outstanding options, warrants or convertible securities, in each case described in the Disclosure Package and Registration Statement, the Prospectus or upon exercise of outstanding options or warrants described in the General Disclosure Package and the Prospectus, as ). The Securities conform in all material respects to the case may be)description thereof contained in the Prospectus. All of the issued and outstanding Securities shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding Securities were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company other than those accurately described in the Registration Statement, the General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option, stock bonus and other stock plans or any other arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.