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Table of Contents

DESCRIPTION OF CAPITAL STOCK

The following is a summary of our capital stock and provisions of our amended and restated certificate of incorporation and our bylaws (the

“Bylaws”) and certain provisions of Delaware law. This summary does not purport to be complete and is qualified in its entirety by the provisions of

our amended and restated certificate of incorporation and Bylaws. Our second amended and restated certificate of incorporation and our amended

and restated Bylaws are incorporated by reference and filed as exhibits to the registration statement of which this prospectus forms a part.

Authorized and Outstanding Stock

Our Second Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) authorizes the issuance of 481,000,000 shares of

capital stock, consisting of (i) 480,000,000 shares of Common Stock and (ii) 1,000,000 shares of preferred stock, par value $0.0001 per share. The

outstanding shares of capital stock are duly authorized, validly issued, fully paid and non-assessable. As of August 24, 2017, there were 106,274,527

shares of Common Stock outstanding, held of record by 49 holders, no shares of preferred stock outstanding and 12,081,895 Warrants outstanding

held of record by nine holders. Such numbers do not include DTC participants or beneficial owners holding shares through nominee names.

Common Stock

Voting Power

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of our

Common Stock exclusively possess all voting power for the election of our directors and all other matters requiring stockholder action and will at all

times vote together as one class on all matters submitted to a vote of our stockholders. Holders of our Common Stock are entitled to one vote per

share on matters to be voted on by stockholders.

Dividends

Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, our

stockholders are entitled to receive such dividends and other distributions, if any, as may be declared from time to time by the board of directors (our

“Board of Directors” or “Board”) in its discretion out of funds legally available therefor and shall share equally on a per share basis in such dividends

and distributions.

Liquidation, Dissolution and Winding Up

In the event of the voluntary or involuntary liquidation, dissolution, or winding-up of the Company, the holders of our Common Stock are entitled to

receive their ratable and proportionate share of the remaining assets of the Company, after the rights of the holders of the preferred stock have been

satisfied.

Election of Directors

The Board of Directors is currently divided into three classes, Class A, Class B and Class C, with only one class of directors being elected in each

year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. There is no

cumulative voting with respect to the election of directors.

Preferred Stock

The Certificate of Incorporation provides that shares of preferred stock may be issued from time to time in one or more series. The Board of Directors

is authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any

qualifications, limitations and restrictions thereof, applicable to the shares of each series. The Board of Directors is able, without stockholder

approval, to issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of our

Common Stock and could have anti-takeover effects. The ability of the Board of Directors to issue preferred stock without stockholder approval

could have the effect of delaying, deferring or preventing a change of control of the Company or the removal of existing management. As of the date

hereof, we have no shares of preferred stock outstanding. For more information, please read our Definitive Proxy Statement.

Form S-3 - Registration Statement Under The Securities Act Of 1933 - United States Securities And Exchange Commission Page 18

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