TherapeuticsMD Inc (TXMD)

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Capitalization of the Company. As of the date hereof, the total number of shares of all classes of capital stock the Company has authority to issue is 60,000,000 shares, of which 50,000,000 are designated Common Stock, and 10,000,000 are designated preferred stock, $0.001 par value per share. As of the date hereof, there are 16,575,209 shares of Common Stock outstanding and no outstanding preferred shares. As of the Closing Date, the total number of shares of all classes of capital stock the Company has authority to issue is 260,000,000 shares, of which 250,000,000 are designated as Common Stock and 10,000,000 are designated as preferred stock. All of the issued and outstanding shares of capital stock of the Company are duly authorized,validly issued, fully paid and nonassessable.