[Subsection 5.4(c)] of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing including the number of shares of the following: # issued and outstanding Common Stock; # granted stock options, including vesting schedule and exercise price; and # warrants or stock purchase rights, including a list of holders and strike price. Except for # the conversion privileges of the Preferred Shares to be issued under this Agreement and # the securities and rights described in [Subsection 5.4(c)] of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights), equity or equity-based awards or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Preferred Shares, or any securities convertible into or exchangeable for shares of Common Stock or Preferred Shares.

Amendment to [Subsection 5.02(a)(vii)]. Clause (vii) contained in [Subsection 5.02(a)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

[Subsection 5.8(a)] of the Disclosure Schedule sets forth a true and complete list of all registrations and applications for registration included in the Owned Intellectual Property Rights (collectively, the “Registered Intellectual Property Rights”). None of the Registered Intellectual Property Rights have been adjudged invalid or unenforceable in whole or in part and, to the Company’s knowledge, all Registered Intellectual Property Rights are otherwise valid, subsisting and enforceable.

Amendment to [Section 5.3.1] (Royalty Rate). Effective as of the Effective Date, Section

Amendment to [Section 5.1] (Patient Selection Services). [Section 5.1] of the Agreement is deleted in its entirety. All references within the Agreement that relate to Patient Selection Services, including but not limited to the Patient Selection Services Agreement template set forth in [Exhibit D] shall be hereby deleted.

Amendment to [Subsection 5.03(a)]. [Subsection 5.03(a)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to [Subsection 2.08(g)]. [Subsection 2.08(g)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Amendment to [Section 5.04]. [Section 5.04] of the Agreement is hereby amended in its entirety to read as follows:

Amendment to [Subsection 5.02(d)(xii)]. Clause (xii) contained in [Subsection 5.02(d)] of the Credit Agreement is hereby amended and restated in its entirety to read as follows.

Amendment to [Section 5.02]. [Section 5.02] of the Credit Agreement is hereby amended to add a new clause (e) as follows: