Equity Capitalization. Except as disclosed in the SEC Documents: # none of [[Organization B:Organization]]’s or any Subsidiary’s capital stock is subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by [[Organization B:Organization]] or any Subsidiary; # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to issue additional capital stock of [[Organization B:Organization]] or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any capital stock of [[Organization B:Organization]] or any of its Subsidiaries, other than future potential issuances of additional shares of Common Stock to Sichenzia Ross Ference Kesner LLP for any future financings by [[Organization B:Organization]] at a price per share less than $0.50, and the potential issuance to a certain lead investor in [[Organization B:Organization]]’s prior financings of additional shares of common stock or convertible preferred stock to obtain the consent of the lead investor to future financings below $2.25 per share, with such issuance obligations to cease when the investor no longer owns any Series L Preferred Shares; # there are no outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing indebtedness of [[Organization B:Organization]] or any of its Subsidiaries or by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound, other than that certain loan and security agreement with Oxford Finance LLC dated January 15, 2016, and equipment leases and equipment financing in the ordinary course of business; # there are no financing statements securing obligations in any amounts filed in connection with [[Organization B:Organization]] or any of its Subsidiaries; # there are no agreements or arrangements under which [[Organization B:Organization]] or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act other than various prior issuances of securities that have not been previously registered; # there are no outstanding securities or instruments of [[Organization B:Organization]] or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to redeem a security of [[Organization B:Organization]] or any of its Subsidiaries; # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; # neither [[Organization B:Organization]] nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement; and # neither [[Organization B:Organization]] nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of [[Organization B:Organization]]’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. [[Organization B:Organization]] has furnished to [[Organization A:Organization]] true, correct and complete copies of [[Organization B:Organization]]’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and [[Organization B:Organization]]’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all securities convertible into, or exercisable or exchangeable for, shares of Common Stock and the material rights of the holders thereof in respect thereto that have not been disclosed in the SEC Documents.

Existing Securities; Obligations. Except as disclosed in Section 4.10(c) of the Disclosure Schedule or, following the date hereof, in the SEC Documents: # none of [[Organization B:Organization]]’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or liens suffered or permitted by [[Organization B:Organization]] or any Subsidiary; # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of [[Organization B:Organization]] or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of [[Organization B:Organization]] or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of [[Organization B:Organization]] or any of its Subsidiaries; # there are no agreements or arrangements under which [[Organization B:Organization]] or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act (except pursuant to this Agreement and the Registration Rights Agreement); # there are no outstanding securities or instruments of [[Organization B:Organization]] or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which [[Organization B:Organization]] or any of its Subsidiaries is or may become bound to redeem a security of [[Organization B:Organization]] or any of its Subsidiaries; # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares; and # neither [[Organization B:Organization]] nor any Subsidiary has entered into any Variable Rate Transaction, other than a customary “ATM Sales Agreement” or a Variable Rate Convertible Note, in each case subject to the provisions set forth in Section 6.22 hereto.