Capitalization. ​ is authorized to issue # 1,750,000 shares of Common Stock of which, as of the date of this Agreement, 1,242,760 shares were issued and outstanding and 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and # 100,000,000 shares of preferred stock, par value ​ per share, of which, as of the date of this Agreement, 2,500,000 shares designated as Series B Preferred Stock, par value ​ per share (“Series B Preferred Stock”) were issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable, and free of any preemptive rights.

The authorized to issue # 1,750,000 sharescapital stock of Common Stock of which,the Company as of the date of this Agreement, 1,242,760Agreement consists of 3,500,000 shares of Common Stock, of which, as of ​, 2,484,211 shares were issued and outstanding and 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and # 100,000,outstanding, 140,000 shares of preferred stock,Series A Preferred Stock, par value ​ per share, of which,which 105,303 shares were issued and outstanding as of the date of this Agreement, 2,500,​, and 360,000 shares designated asof Series B Preferred Stock, par value ​ per share (“Series B Preferred Stock”)of which 244,263 shares were issued and outstanding.outstanding as of ​ . All of the issued and outstanding shares of Common Stockcapital stock of the Company have been duly and validly authorized and validly issued, are fully paid and nonassessable, except as may be provided by Section 630 of the New York Business Corporation Law, and are fully paid, nonassessable, and free of anyfrom preemptive rights.