Capital Structure of Company. Except as set forth herein, no shares of the Company’s common stock or preferred stock will be issuable upon the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below). All outstanding shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, not subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerning the issuance of securities. Except as set forth herein, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or obligating Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any shares of capital stock of the Company. There are no agreements or arrangements pursuant to which the Company is or could be required to register shares of the Company’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of the Company with respect to securities of the Company. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

Capitalization. Except as set forth herein,disclosed in the SEC Documents, no shares ofare reserved for issuance pursuant to the Company’s common stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or preferred stock will be issuableconvertible into or exchangeable for shares of Common Stock and sufficient shares are reserved for issuance upon conversion of the exercise of outstanding warrants, convertible notes, options or otherwise (except as described below)Note (as required by the Note and transfer agent share reserve letter). All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company and all shares which may be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued, fully paid and nonassessable, notare subject to preemptive rights, and issued in compliance with all applicable state and federal Laws concerningrights or any other similar rights of the issuanceshareholders of securities.the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as set forth herein,disclosed in the SEC Documents, as of the effective date of this Agreement, # there are no outstanding bonds, debentures, notesoptions, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other indebtednesscommitments or otherrights of any character whatsoever relating to, or securities of the Company having the right to vote (oror rights convertible into,into or exchangeable for, securities having the right to vote). Except as set forth herein, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which Company is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other equity securities of the Company or obligating Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect offor any shares of capital stock of the Company. ThereCompany or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, # there are no agreements or arrangements pursuant tounder which the Company or any of its Subsidiaries is or could be requiredobligated to register sharesthe sale of any of its or their securities under the 1933 Act and # there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s common stockCertificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or other securities under the Securities Act or other agreements or arrangements with or among any security holdersexercisable for Common Stock of the Company with respect to securitiesand the material rights of the Company.holders thereof in respect thereto. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.