Capitalization. The outstanding capital stock of the Company is as described in the SEC Reports. The Company has not made any material issuances of capital stock since December 10, 2020, other than pursuant to the purchase of shares under the Company’s employee stock equity plans and the exercise of outstanding warrants or stock options, in each case as disclosed in the SEC Reports, as well as the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certain of the Company’s employees and consultants under the Company’s employee stock equity plans. There are not # any outstanding preemptive rights, or # any rights, warrants or options to acquire, or instruments convertible into or exchangeable for, any unissued shares of capital stock or other equity interest in the Company not disclosed in the SEC Reports, or # any contract, commitment, agreement, understanding or arrangement of any kind to which the Company is a party that would provide for the issuance or sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosed in the SEC Reports. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Common Stock to which the Company is a party.

Capitalization. The outstanding capital stockcapitalization of the Company is as describedset forth in the SEC Reports. The Company has not madeissued any material issuances of capital stock since December 10, 2020,its most recently filed periodic report under the Exchange Act, other than pursuant to the purchaseexercise of employee stock options under the Company’s stock option plans, the issuance of shares underof Common Stock to employees pursuant to the Company’s employee stock equitypurchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding warrantsas of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on [Schedule 3.1(g)], there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock options, in each caseof any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as disclosed in the SEC Reports, as well as[Schedule 3.1(g)], the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certainsale of the Company’s employeesSecurities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and consultantswill not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under the Company’s employee stock equity plans.any of such securities. There are not # anyno outstanding preemptive rights, or # any rights, warrants or options to acquire,securities or instruments convertible intoof the Company or exchangeable for, any unissuedSubsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth in [Schedule 3.1(g)], the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock or other equity interest inof the Company not disclosedare duly authorized, validly issued, fully paid and nonassessable, have been issued in the SEC Reports, or # any contract, commitment, agreement, understanding or arrangementcompliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any kindpreemptive rights or similar rights to whichsubscribe for or purchase securities. No further approval or authorization of any stockholder, the CompanyBoard of Directors or others is a party that would providerequired for the issuance orand sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosedSecurities. Except as set forth in the SEC Reports. There[Schedule 3.1(g)], there are no shareholdersstockholders agreements, voting agreements or other similar agreements with respect to the Common StockCompany’s capital stock to which the Company is a party.party or, to the knowledge of the Company, between or among any of the Company’s stockholders.

Capitalization. The outstanding capital stockcapitalization of the Company is as describedset forth in the SEC Reports. The Company has not madeissued any material issuances of capital stock since December 10, 2020,its most recently filed periodic report under the Exchange Act, other than pursuant to the purchaseexercise of employee stock options under the Company’s stock option plans, the issuance of shares underof Common Stock to employees pursuant to the Company’s employee stock equitypurchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding warrantsas of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on [Schedule 3.1(g)], there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock options, in each caseof any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. Except as disclosed in the SEC Reports, as well as[Schedule 3.1(g)], the issuance of restricted shares to certain of its directors as part of its director compensation program and the issuance of restricted shares to certainsale of the Company’s employeesSecurities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and consultantswill not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under the Company’s employee stock equity plans.any of such securities. There are not # anyno outstanding preemptive rights, or # any rights, warrants or options to acquire,securities or instruments convertible intoof the Company or exchangeable for, any unissuedSubsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. Except as set forth in [Schedule 3.1(g)], the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock or other equity interest inof the Company not disclosedare duly authorized, validly issued, fully paid and non-assessable, have been issued in the SEC Reports, or # any contract, commitment, agreement, understanding or arrangementcompliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any kindpreemptive rights or similar rights to whichsubscribe for or purchase securities. No further approval or authorization of any stockholder, the CompanyBoard of Directors or others is a party that would providerequired for the issuance orand sale of any capital stock of the Company, any such convertible or exchangeable securities or any such rights, warrants or options not disclosedSecurities. Except as set forth in the SEC Reports. There[Schedule 3.1(g)], there are no shareholdersstockholders agreements, voting agreements or other similar agreements with respect to the Common StockCompany’s capital stock to which the Company is a party.party or, to the knowledge of the Company, between or among any of the Company’s stockholders.