Common use of Authorization and Description of Securities Clause in Contracts

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; . The Warrants to be issued and sold by the Company hereunder, when executed and delivered pursuant to the terms of this Agreement, will be duly authorized, executed and delivered by the Company and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price, will be duly and validly issued, will be fully paid and nonassessable. The issuance of the Securities Shares, Warrants and Warrant Shares is not subject to the preemptive or other similar rights of any securityholder of the Company, except as Company other than those rights that have been duly disclosed in the Registration Statement, the General Disclosure Package and validly waived in writing as the Prospectus and have been waived. The capital stock of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities shares of Common Stock to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities shares of Common Stock is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. The Warrants to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when executed and delivered by the Company pursuant to this Agreement will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the underlying Warrant Shares, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements and, when issued and delivered upon exercise of the Warrants in accordance therewith, will be validly issued and fully paid and non-assessable; and the issuance of the Warrant Shares is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. No holder of Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder. Each Representative’s Warrant Agreement, when issued and paid for pursuant to this Agreement, will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the underlying shares of Common Stock. All corporate action required to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly taken. The shares of Common Stock issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company. The shares of Common Stock issuable upon exercise of each Representative’s Warrant Agreement have been duly authorized by the Company for issuance and sale to the Representative and, when issued and delivered by the Company pursuant to the applicable Representative’s Warrant Agreement against payment of the consideration set forth therein, will be validly issued and fully paid and non-assessable; and the issuance of such shares of Common Stock is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Units, the Common Stock and the Warrants conforms to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have Common Stock included in the Securities has been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of paid for by the Pre-Funded Warrants in accordance therewithUnderwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessablenonassessable. The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued and paid for pursuant to the Warrants, will be validly issued, fully paid and nonassessable. The execution, delivery and performance of the Warrants have been duly authorized by all necessary corporate action on the part of the Company. The Warrants have been duly executed and delivered by the Company. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the issuance remedy of the Warrant Shares is not subject to any preemptive or specific performance and injunctive and other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder forms of Securities will equitable relief may be subject to personal liability solely by reason the equitable defenses and to the discretion of being such a holderthe court before which any proceeding therefor may be brought.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; each of the Units, the Common Stock, the Warrants and the Sponsor Warrants conforms in all material respects to all statements relating thereto contained in the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have Common Stock included in the Securities has been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of paid for by the Pre-Funded Warrants in accordance therewithUnderwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable. The shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and, when issued and paid for pursuant to the Warrants, will be validly issued, fully paid and non-assessable. The execution, delivery and performance of the Warrants have been duly authorized by all necessary corporate action on the part of the Company. The Warrants have been duly executed by the Company. When issued and delivered by the Company, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and such Warrants are enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the issuance remedy of the Warrant Shares is not subject to any preemptive or specific performance and injunctive and other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder forms of Securities will equitable relief may be subject to personal liability solely by reason the equitable defenses and to the discretion of being such a holderthe court before which any proceeding therefor may be brought.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. Each Representative’s Warrant Agreement, when issued and paid for pursuant to this Agreement, will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the underlying shares of Common Stock. All corporate action required to be taken for the authorization, issuance and sale of the Representative’s Warrant Agreement has been duly and validly taken. The shares of Common Stock issuable upon exercise of the Representative’s Warrant have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company. The shares of Common Stock issuable upon exercise of each Representative’s Warrant Agreement have been duly authorized by the Company for issuance and sale to the Representative and, when issued and delivered by the Company pursuant to the applicable Representative’s Warrant Agreement against payment of the consideration set forth therein, will be validly issued and fully paid and non-assessable; and the issuance of such shares of Common Stock is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement andAgreement, and when issued and delivered by the Company delivered, pursuant to this Agreement Agreement, against payment of the consideration set forth herein, such Securities will be validly issued and fully paid and non-assessable; the Preferred Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the amended and restated articles supplementary to the Company’s Articles of Amendment and Restatement (the “Charter”) defining the terms of the Preferred Stock (the “Articles Supplementary”); the Articles Supplementary have been duly authorized by the Company; the form of the certificates used to evidence the Preferred Stock will, at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), be in due and proper form and will comply with all applicable legal requirements, the requirements of the Charter (including the Articles Supplementary) and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (“NYSE”); no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as . The shares of Common Stock issuable upon conversion of the date of this Agreement. The Pre-Funded Warrants Securities have been duly authorized by the Company and, when executed and delivered by issued upon conversion of the Company Securities in accordance with this Agreement, will constitute valid and legally binding agreements the terms of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithArticles Supplementary, will be validly issued, issued and fully paid and non-assessableassessable free and clear of any pledge, lien, encumbrance, security interest or other claim created by the Company. The Company has duly and the validly reserved such shares of Common Stock for issuance upon conversion of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant SharesSecurities. The shares of Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder ; and the certificates, if any, for such shares of Common Stock issuable upon conversion of the Securities will be subject to personal liability solely by reason of being such a holderare in due and proper form.

Authorization and Description of Securities. The Securities Offered Shares forming part of the Units to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against and upon payment in full of the consideration set forth hereinherein for the Units, the Offered Shares will be validly issued and fully paid and non-assessable; and the issuance of such Offered Shares is not subject to the pre-emptive or other similar rights of any securityholder of the Company. The Warrants have been duly authorized, and when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment in full of the exercise price therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Securities Warrants and the Warrant Shares is not subject to the preemptive pre-emptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement andAgreement, and when issued and delivered by the Company delivered, pursuant to this Agreement Agreement, against payment of the consideration set forth herein, such Securities will be validly issued and fully paid and non-assessable; the Preferred Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the amended and restated articles supplementary to the Company’s Articles of Amendment and Restatement (the “Charter”) defining the terms of the Preferred Stock (the “Articles Supplementary”); the Articles Supplementary have been duly authorized by the Company; the form of the certificates used to evidence the Preferred Stock will, at the Closing Time, be in due and proper form and will comply with all applicable legal requirements, the requirements of the Charter (including the Articles Supplementary) and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (“NYSE”); no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as . The shares of Common Stock issuable upon conversion of the date of this Agreement. The Pre-Funded Warrants Securities have been duly authorized by the Company and, when executed and delivered by issued upon conversion of the Company Securities in accordance with this Agreement, will constitute valid and legally binding agreements the terms of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithArticles Supplementary, will be validly issued, issued and fully paid and non-assessableassessable free and clear of any pledge, lien, encumbrance, security interest or other claim created by the Company. The Company has duly and the validly reserved such shares of Common Stock for issuance upon conversion of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant SharesSecurities. The shares of Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder ; and the certificates, if any, for such shares of Common Stock issuable upon conversion of the Securities will be subject to personal liability solely by reason of being such a holderare in due and proper form.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as . The shares of Common Stock issuable upon the exercise of the date of this Agreement. The Pre-Funded Underwriter Warrants have been duly authorized by (the Company and“Underwriter Warrant Shares”), when executed issued, paid for and delivered by upon due exercise of the Company in accordance with this AgreementUnderwriter Warrants, as applicable, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, will be issued in compliance with all applicable securities laws, and the issuance will be free of the preemptive, registration or similar rights. The Underwriter Warrant Shares is not subject have been reserved for issuance. The Underwriter Warrants, when issued, will conform in all material respects to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesdescriptions thereof set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from and the Company shares of Common Stock (other than the Securities) to be issued in connection with the Formation Transactions (the “Pre-Formation Participant Shares”) have been duly authorized for issuance and sale to the Underwriters Underwriters, the Pre-Formation Participants or their nominees, respectively, pursuant to this Agreement Agreement, or the Acquisition Agreements, as applicable, and, when (A) the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth hereinherein and (B) the Pre-Formation Participant Shares have been issued and delivered by the Company pursuant to the applicable Acquisition Agreement against payment of the consideration set forth therein, such Securities and Pre-Formation Participant Shares, as applicable, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized issuance and sale by the Company andof Common Stock (other than the Securities) in connection with the Formation Transactions at or prior to the Closing Time are exempt from the registration requirements of the 1933 Act and applicable state securities, when executed real estate syndication and delivered blue sky laws. The Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; and no holder of the Securities will be subject to personal liability by reason of being such a holder. The certificates to be used to evidence the Securities will, at the Closing Time, be in due and proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws of the Company in accordance with this Agreement, will constitute valid and legally binding agreements the requirements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceabilityNew York Stock Exchange. The Warrant Shares have been duly authorized issuance of the Securities and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Formation Participant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holderCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable. The BDC Holdings Securities to be purchased by BDC Holdings from the Company have been duly authorized for issuance and sale to BDC Holdings pursuant to the BDC Holdings Subscription Agreement and, when issued and delivered by the Company pursuant to the BDC Holdings Subscription Agreement against payment of the consideration set forth therein, will be validly issued and fully paid and non-assessable. The Common Stock conforms to all statements relating thereto contained in the General Disclosure Package and Prospectus and such description conforms to the rights set forth in the instruments defining the same; no holder of the IPO Securities will be subject to personal liability by reason of being such a holder; and the issuance of the IPO Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company, except as . The shares of Common Stock issued to BDC Holdings in connection with the Private Placement have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company andauthorized, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise against payment of the Pre-Funded Warrants in accordance therewithconsideration therefor, will be and are validly issued, issued and fully paid and non-assessable, and the nonassessable. The issuance of such shares of Common Stock pursuant to the Warrant Shares Private Placement is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant SharesCompany. The shares of Common Stock conformsissued in connection with the Private Placement were issued, offered and sold in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package compliance with applicable federal and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holderstate securities laws.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, Company enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, and Pre-Funded Warrants conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessablenon‑assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreementwaived. The Pre-Funded Warrants to be sold by the Company hereunder have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreementas provided herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Sharesrequirements and, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant SharesCompany, except as have been duly and validly waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and the terms of the related warrant agreements against payment of the consideration set forth hereinherein and therein, will be validly issued and issued, fully paid and non-assessable; all statements relating to the Common Shares, the Warrants and the Representative's Warrant contained in the Registration Statement, the General Disclosure Package and the Prospectus are a fair and accurate description of the instruments defining the terms of the same in all material respects; no holder of the Securities will be subject to personal liability, other than any warrant exercise price, solely by reason of being such a holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company. When issued, except as have been duly the Warrants and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, Representative's Warrant will constitute valid and legally binding agreements obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants and the Representative's Warrant are enforceable against the Company in accordance with their terms; provided, except as however, that the enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law). The Common Shares underlying the Warrants and the Representative's Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithissuance, will be validly issued, fully paid and non-assessable, and conform to the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained description thereof in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and such descriptions conformthe Representative's Warrant, respectively, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in all material respectsviolation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of the Securities is not subject to any statutory preemptive rights under the Company's organization documents as in effect at the time of issuance, to the or any rights set forth in the instruments defining the same. No of first refusal or other similar rights of any security holder of Securities will be subject the Company pursuant to personal liability solely by reason of being any agreement to which the Company or a Subsidiary is a party (except for such a holderpreemptive or contractual rights as have been waived).

Authorization and Description of Securities. The Series E Preferred Shares represented by the Depositary Shares, the Depositary Shares and the deposit of the Series E Preferred Shares in accordance with the provisions of the Deposit Agreement, dated at or prior to the Closing Time (the “Deposit Agreement”), between the Company, Computershare Trust Company, N.A. (the “Depositary”) and the holders from time to time of the Depositary Receipts issued thereunder have been duly and validly authorized by the Company. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; . The Series E Preferred Shares and the Securities conform to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus. No holder of the Securities will be subject to personal liability by reason of being such a holder. The issuance of the Series E Preferred Shares and the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Series E Preferred Shares will be in substantially the form to be filed or incorporated by reference, except as have been duly the case may be, as an exhibit to the Registration Statement, and validly waived in writing as such form complies with all applicable statutory requirements, requirements of the date Company's Amended and Restated Certificate of this Agreement. The Pre-Funded Warrants have been duly authorized by Incorporation, as amended through May 2, 2011 (the Company and“Certificate of Incorporation”), when executed the Amended and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements Restated Bylaws of the Company, enforceable against as amended effective May 2, 2011 (the Company in accordance with their terms“Bylaws”), except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized the Deposit Agreement and validly reserved for issuance upon exercise requirements of the Pre-Funded Warrants in a number sufficient to meet New York Stock Exchange, Inc. (the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder“NYSE”).

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms, except as have been duly in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and validly waived the Prospectus and such description conforms, in writing as of all material respects, to the date of this Agreementrights set forth in the instruments defining the same. The Pre-Funded Warrants to be purchased by the Underwriters from the Company have been duly authorized by for issuance and sale to the Company Underwriters pursuant to this Agreement and, when executed and delivered by the Company in accordance with pursuant to this AgreementAgreement against payment of the consideration set forth herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants and in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe subscribed for or purchase the Warrant Shares. The Common Stock conformsSecurities, when issued, will conform to the description thereof set forth in all material respects, to all statements relating thereto contained in or incorporated into the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and the terms of the related warrant agreements against payment of the consideration set forth hereinherein and therein, will be validly issued and issued, fully paid and non-assessable; all statements relating to the Common Shares, the Warrants and the Representative’s Warrant contained in the Registration Statement, the General Disclosure Package and the Prospectus are a fair and accurate description of the instruments defining the terms of the same in all material respects; no holder of the Securities will be subject to personal liability, other than any warrant exercise price, solely by reason of being such a holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company. When issued, except as have been duly the Warrants and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, Representative’s Warrant will constitute valid and legally binding agreements obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants and the Representative’s Warrant are enforceable against the Company in accordance with their terms; provided, except as however, that the enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law). The Common Shares underlying the Warrants and the Representative’s Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithissuance, will be validly issued, fully paid and non-assessable, and conform to the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained description thereof in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and such descriptions conformthe Representative’s Warrant, respectively, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in all material respectsviolation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of the Securities is not subject to any statutory preemptive rights under the Company’s organization documents as in effect at the time of issuance, to the or any rights set forth in the instruments defining the same. No of first refusal or other similar rights of any security holder of Securities will be subject the Company pursuant to personal liability solely by reason of being any agreement to which the Company or a Subsidiary is a party (except for such a holderpreemptive or contractual rights as have been waived).

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. The form of certificate used to evidence the Securities will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. The Company has duly authorized and reserved for issuance pursuant to the Forward Sale Agreement 14,300,000 shares of Common Stock. When issued and delivered by the Company pursuant to the Forward Sale Agreement against payment of the consideration required to be paid by the Forward Purchaser pursuant to the terms of the applicable Forward Sale Agreement, the shares of Common Stock issuable pursuant to the applicable Forward Sale Agreement will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock is not and will not be subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. The Offered Shares and Offered Warrant Shares forming part of the Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against and upon payment in full of the consideration set forth hereinherein for the Offered Shares, the Offered Shares will be validly issued and fully paid and non-assessable; and the issuance of such Offered Shares is not subject to the pre-emptive or other similar rights of any securityholder of the Company. The Offered Warrants have been duly authorized, and when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally. The Offered Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Offered Warrants, and when issued by the Company upon valid exercise of the Offered Warrants and payment in full of the exercise price therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Securities Offered Warrants and the Offered Warrant Shares is not subject to the preemptive pre-emptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and the terms of the related warrant agreements against payment of the consideration set forth hereinherein and therein, will be validly issued and issued, fully paid and non-assessable; all statements relating to the Common Shares, the Warrants and the Representative’s Warrant contained in the Registration Statement, the General Disclosure Package and the Prospectus are a fair and accurate description of the instruments defining the terms of the same in all material respects; no holder of the Securities will be subject to personal liability, other than any warrant exercise price, solely by reason of being such a holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company. When issued, except as have been duly the Warrants and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, Representative’s Warrant will constitute valid and legally binding agreements obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants and the Representative’s Warrant are enforceable against the Company in accordance with their terms; provided, except as however, the enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law). The Common Shares underlying the Warrants and the Representative’s Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithissuance, will be validly issued, fully paid and non-assessable, and conform to the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained description thereof in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and such descriptions conformthe Representative’s Warrant, respectively, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in all material respects, to the rights set forth in the instruments defining the same. No holder violation of Securities will be or subject to personal liability solely by reason preemptive or similar rights to subscribe for or purchase securities of being the Company. The issuance of such securities is not subject to any statutory preemptive rights under the Company’s organization documents as in effect at the time of issuance, or any rights of first refusal or other similar rights of any securityholder of the Company pursuant to any agreement to which the Company or a holderSubsidiary is a party (except for such preemptive or contractual rights as have been waived).

Authorization and Description of Securities. The Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, the Securities to be purchased by the Underwriters from the Company will have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and at or before the Closing Time, the Company shall have filed a Form 8-A with the SEC to register the Securities pursuant to Section 12 of the Exchange Act; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, except as the shares of the common stock of the Company, par value $0.01 (the “Common Stock”) issuable upon conversion of the Securities will have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized and reserved for issuance by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise conversion and in accordance with the terms of the Pre-Funded Warrants in accordance therewithCompany’s Restated Articles of Incorporation, including the Articles of Amendment, will be validly issued, fully issued and fully-paid and non-assessable, ; and the issuance will not have been issued in violation of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant SharesCompany. The Series A Preferred Stock and Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description of the Series A Preferred Stock conforms to the rights set forth in the instruments defining the sameArticles of Amendment. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and the terms of the related warrant agreements against payment of the consideration set forth hereinherein and therein, will be validly issued and issued, fully paid and non-assessable; all statements relating to the Common Shares and the Warrants contained in the Registration Statement, the General Disclosure Package and the Prospectus are a fair and accurate description of the instruments defining the terms of the same in all material respects; no holder of the Securities will be subject to personal liability, other than any warrant exercise price, solely by reason of being such a holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company. When issued, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their terms; provided, except as however, that the enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law). The Warrant Common Shares underlying the Warrants have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithissuance, will be validly issued, fully paid and non-assessable, and conform to the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained description thereof in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and such descriptions conformpayment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in all material respectsviolation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of the Securities is not subject to any statutory preemptive rights under the Company’s organization documents as in effect at the time of issuance, to the or any rights set forth in the instruments defining the same. No of first refusal or other similar rights of any security holder of Securities will be subject the Company pursuant to personal liability solely by reason of being any agreement to which the Company or a Subsidiary is a party (except for such a holderpreemptive or contractual rights as have been waived).

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement andAgreement, and when issued and delivered by the Company delivered, pursuant to this Agreement Agreement, against payment of the consideration set forth herein, such Securities will be validly issued and fully paid and non-assessable; the Preferred Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the articles supplementary to the Company's Articles of Amendment and Restatement (the "charter") defining the terms of the Preferred Stock (the “Articles Supplementary”); the Articles Supplementary have been duly authorized by the Company; the form of the certificates used to evidence the Preferred Stock will, at the Closing Time, be in due and proper form and will comply with all applicable legal requirements, the requirements of the Company's charter (including the Articles Supplementary) and bylaws of the Company and the requirements of the New York Stock Exchange, Inc. (“NYSE”); no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as . The Company's shares of common stock (the "Common Stock") issuable upon conversion of the date of this Agreement. The Pre-Funded Warrants Securities have been duly authorized by the Company and, when executed and delivered by issued upon conversion of the Company Securities in accordance with this Agreement, will constitute valid and legally binding agreements the terms of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithArticles Supplementary, will be validly issued, issued and fully paid and non-assessableassessable free and clear of any pledge, lien, encumbrance, security interest or other claim created by the Company. The Company has duly and the validly reserved such shares of Common Stock for issuance upon conversion of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant SharesSecurities. The shares of Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder ; and the certificates, if any, for such shares of Common Stock issuable upon conversion of the Securities will be subject to personal liability solely by reason of being such a holderare in due and proper form.

Authorization and Description of Securities. The Designated Securities to be purchased issued and sold by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this the relevant Pricing Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company andauthorized, and when executed and delivered by the Company authenticated in accordance with the provisions of the Purchase Contract Agreement and the Indenture and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and the Pricing Agreement, will constitute be entitled to the benefits of the Purchase Contract Agreement in the case of the Purchase Contracts and the Indenture in the case of the Notes and will be valid and legally binding agreements obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforceability thereof may be limited by applicable (i) bankruptcy, insolvency insolvency, or other similar laws affecting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law); provided, however, that upon the occurrence of a Termination Event, the Bankruptcy Code (11 U.S.C. ss.ss. The Warrant Shares have been duly authorized 101-1330, as amended) should not substantively limit the pxxxxxions of Sections 3.15 and validly reserved for issuance upon exercise 5.06 of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise Purchase Contract Agreement or Section 5.04 of the Pre-Funded Warrants Pledge Agreement that require termination of the Purchase Contracts and release of the Collateral Agent's security interest in accordance therewith(a) the Notes, will be validly issued(b) the Treasury Securities or (c) the applicable ownership interest of the Treasury Portfolio, fully paid and non-assessableas applicable, and the issuance transfer of such securities to the Purchase Contract Agent, for the benefit of the Warrant Shares is not subject Holders of the Equity Units (as defined in the Prospectus); provided further, however, the Company makes no representation as to whether a court exercising bankruptcy jurisdiction might issue a temporary restraining order or provide other interim relief that would delay the exercise of such termination right for a period of time pending final adjudication of any preemptive or other similar rights challenge to subscribe for or purchase the Warrant Shares. The Common Stock conforms, exercise of such right during a bankruptcy case involving the Company; and the Designated Securities will conform in all material respects, respects to all statements relating thereto contained the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holderProspectus.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; , free and the issuance clear of the Securities is not subject to the any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder rights, and will be registered pursuant to Section 12 of the Company, except as have been duly and validly waived in writing as of the date of this Agreement1934 Act. The Pre-Funded Warrants in the form attached hereto as Exhibit B have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, Securities conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. The Class 1 Interests to be purchased by the Company from Iridium have been duly authorized for issuance and sale to the Company pursuant to the 1997 Subscription Agreement and, when issued and delivered by Iridium pursuant to the 1997 Subscription Agreement against payment of the consideration set forth hereintherein, will be validly issued issued, and (except as set forth in Section 2.09 of the LLC Agreement) fully paid and non-assessable; such Class 1 Interests will conform in all material respects to the descriptions thereof contained in the Prospectuses and such descriptions conform to the rights set forth in the instruments defining the same (except as disclosed in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability"); except as described in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability," no holder of such Class 1 Interests will be subject to personal liability by reason of being such a holder; and the issuance of the Securities Class 1 Interests pursuant to the 1997 Subscription Agreement is not subject to the preemptive or other similar rights of any securityholder member of Iridium. Pursuant to the CompanyLLC Agreement, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreementthe Delaware Act, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of has waived the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto limitation on liability contained in the Registration StatementDelaware Act, provided that the General Disclosure Package Company has no liability to any person, including Iridium, for any debt, obligation or liability of Iridium until all of the assets and the Prospectus and such descriptions conform, capital of Iridium have first been exhausted in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holdersatisfaction thereof.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Ordinary Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.. The issuance and sale of the Securities as contemplated hereby shall not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Securities. When issued and delivered by the Company against payment therefor pursuant to this Agreement, and, following the transfer agent of the Company updating the register of members of the Company to reflect the issuance of any such Securities, the purchasers of the Securities issued and sold hereunder will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. The issuance and sale of the Securities as contemplated hereby will not cause any holder of any share capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities of the Company to have any right to acquire any preference shares of the Company. There are no restrictions upon the voting or transfer of the Ordinary Shares under the Company’s Memorandum and Articles of Association, as amended (the “Memorandum and Articles of Association”), other similar organizational document or any agreement or other instrument to which the Company is a party or otherwise filed as an exhibit to the Company’s most recent annual report on Form 10-K.

Authorization and Description of Securities. The Securities to be purchased by Upon the Underwriters from filing of the Company Certificate of Designations with the Secretary of State of the State of Delaware, the Series 2 Preferred Stock, Series 3 Preferred Stock and the Series 1 Preferred Warrant Shares will have been duly and validly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company paid for pursuant to this Agreement against payment (in the case of the consideration set forth hereinSeries 2 Preferred Stock and Series 3 Preferred Stock) or pursuant to this Agreement and the Warrants (in the case of the Series 1 Preferred Warrant Shares), will be validly issued and issued, fully paid and non-assessable; nonassessable, and the issuance shall be free and clear of the Securities is all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to the preemptive or other similar rights of any securityholder stockholders. Upon the due conversion of the CompanySeries 2 Preferred Stock, except as have been duly Series 3 Preferred Stock and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Series 1 Preferred Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, applicable Conversion Shares will be validly issued, fully paid and non-assessableassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the issuance terms of this Agreement, will be duly and validly issued, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Common Warrant Shares issuable upon exercise of the Warrant Shares is Warrants have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesof stockholders. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Existing Registration Statement, the General Disclosure Package Statement and the Public Offering Prospectus and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities Securities, Conversion Shares or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers from the Company have been duly authorized for issuance and sale to the U.S. Underwriters pursuant to this Agreement and the International Managers pursuant to the International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the International Purchase Agreement, respectively, against payment of the consideration set forth hereinherein and in the International Purchase Agreement, respectively, will be validly issued and issued, fully paid and non-assessable; the Class A Common Stock will conform in all material respects to the descriptions thereof contained in the Prospectuses; upon full consideration of the consideration therefor no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants Class 1 Interests to be purchased by the Company from Iridium have been duly authorized by for issuance and sale to the Company pursuant to the 1997 Subscription Agreement and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise by Iridium pursuant to the 1997 Subscription Agreement against payment of the Pre-Funded Warrants in accordance therewithconsideration set forth therein, will be validly issued, and (except as set forth in Section 2.09 of the LLC Agreement) fully paid and non-assessable, and ; the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Class 1 Interests will conform in all material respects, respects to all statements relating thereto the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, conform to the rights set forth in the instruments defining the same. No same (except as disclosed in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability"); except as described in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability," no holder of Securities the Class 1 Interests will be subject to personal liability solely by reason of being such a holder; and the issuance of the Class 1 Interests pursuant to the 1997 Subscription Agreement is not subject to the preemptive or other similar rights of any member of Iridium. Pursuant to the LLC Agreement, and in accordance with the Delaware Act, the Company has waived the limitation on liability contained in the Delaware Act, provided that the Company has no liability to any person, including Iridium, for any debt, obligation or liability of Iridium until all of the assets and capital of Iridium have first been exhausted in satisfaction thereof.

Authorization and Description of Securities. The Securities Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Common Stock conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal liability by reason of being such a holder. The Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this AgreementCompany, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewiththerewith (and provided that a sufficient number of authorized but unissued shares of Common Stock are available), will be validly issued, fully paid and non-assessablenonassessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus. The issuance of the Warrant Shares is not subject to any preemptive rights or other similar rights to subscribe for or purchase of any securityholder of the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holderCompany.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable and will conform in all material respects to the description thereof contained in the Registration Statement, the General Disclosure and the Prospectus. The issuance and sale of the Warrant Shares is Securities as contemplated hereby shall not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Warrant SharesSecurities, other than statutory preemptive rights in relation to the Securities that have been validly excluded. When issued and delivered by the Company against payment therefor pursuant to this Agreement, the purchasers of the Securities issued and sold hereunder will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security interests, charges, claims or encumbrances. The issuance and sale of the Securities as contemplated hereby will not cause any holder of any share capital, securities convertible into or exchangeable or exercisable for share capital or options, warrants or other rights to purchase share capital or any other securities of the Company to have any right to acquire any preferred shares of the Company. There are no restrictions upon the voting or transfer of the Common Stock conforms, in all material respects, under the Company’s amended and restated certificate of incorporation or amended and restated bylaws or any agreement or other instrument to all statements relating thereto contained in which the Company is a party or otherwise filed as an exhibit to the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the U.S. Underwriters and the International Managers from the Company have been duly authorized for issuance and sale to the U.S. Underwriters pursuant to this Agreement and the International Managers pursuant to the International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the International Purchase Agreement, respectively, against payment of the consideration set forth hereinherein and in the International Purchase Agreement, respectively, will be validly issued and issued, fully paid and non-assessable; the Class A Common Stock will conform in all material respects to the descriptions thereof contained in the Prospectuses; upon full payment of the consideration therefor no holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants Class 1 Interests to be purchased by the Company from Iridium have been duly authorized by for issuance and sale to the Company pursuant to the 1997 Subscription Agreement and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise by Iridium pursuant to the 1997 Subscription Agreement against payment of the Pre-Funded Warrants in accordance therewithconsideration set forth therein, will be validly issued, and (except as set forth in Section 2.09 of the LLC Agreement) fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, ; such Class 1 Interests will conform in all material respects, respects to all statements relating thereto the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, conform to the rights set forth in the instruments defining the same. No same (except as disclosed in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability"); except as described in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability," no holder of Securities such Class 1 Interests will be subject to personal liability solely by reason of being such a holder; and the issuance of the Class 1 Interests pursuant to the 1997 Subscription Agreement is not subject to the preemptive or other similar rights of any member of Iridium. Pursuant to the LLC Agreement, and in accordance with the Delaware Act, the Company has waived the limitation on liability contained in the Delaware Act, provided that the Company has no liability to any person, including Iridium, for any debt, obligation or liability of Iridium until all of the assets and capital of Iridium have first been exhausted in satisfaction thereof.

Authorization and Description of Securities. The Securities Company Top-Up Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the CompanyCompany under Maryland law, except as have been duly and validly waived in writing as the charter or equivalent documents of the date Company or any agreement to which the Company is a party. 34,358,636 shares of this Agreement. The Pre-Funded Warrants Common Stock have been duly authorized by and reserved for issuance under the Company and, when executed Forward Sale Agreements. When issued and delivered by the Company in accordance with this Agreementto the Forward Purchasers pursuant to the Forward Sale Agreements against payment of any consideration required to be paid by the Forward Purchasers, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Confirmation Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, issued and fully paid and non-assessable, assessable and the issuance of the Warrant Shares is will not be subject to any preemptive the preemptive, resale rights, rights of first refusal or other similar rights of any securityholder of the Company under Maryland law, the charter or equivalent documents of the Company or any agreement to subscribe for or purchase which the Warrant SharesCompany is a party. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities or Confirmation Shares will be subject to personal liability solely by reason of being such a holder. The certificates to be used to represent any certified shares of Common Stock will be in substantially the form filed as an exhibit to the Registration Statement and will, at the Closing Time, be substantially in such form.

Authorization and Description of Securities. The Securities to be purchased sold to the Purchasers by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement Purchasers and, when issued and delivered by the Company pursuant to this the Securities Purchase Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Securities, when issued, will conform to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package and the Prospectus Supplement. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Pricing Disclosure Package and the Prospectus Supplement and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities Ordinary Shares are admitted to be purchased by trading and on an official listing on Nasdaq Copenhagen. The issuance of the Underwriters from European Offered Shares and the Company Underlying Shares have been duly authorized by the Company’s board of directors and the authority to the Company’s board of directors for the issuance have been duly authorized by the Company’s shareholders pursuant to resolutions passed at the Extraordinary General Meeting of the Shareholders of the Company held on [•], 2020 and any other necessary authorizations in connection with the Private Placement and Public Offering, including authorizing the execution and performance of this Agreement, has been passed by the board of directors of the Company. The European Offered Shares and the Underlying Shares will (i) upon payment in full, issuance and sale to registration with the Underwriters pursuant to this Agreement andDanish Business Authority and (ii) upon registration with VP Securities A/S constitute valid, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessableassessable shares that are freely transferable, without the need to obtain any approval or authorization in connection therewith, under the Company’s Articles of Association and there are vis-à-vis the Company no other restrictions on subsequent transfers of the European Offered Shares and the Underlying Shares or on the voting rights of the European Offered Shares and the Underlying Shares by the Underwriters; and the issuance of the Securities European Offered Shares and the Underlying Shares is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant European Offered Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of Underlying Shares will once registered with the Warrant Shares is not subject Danish Business Authority and VP Securities A/S and admitted to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, trading and on an official listing on Nasdaq Copenhagen conform in all material respects, respects to all statements relating thereto to the Ordinary Shares contained in the Registration Statement, the General Disclosure Package and Package, the Prospectus and the Danish Prospectus, and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. The form of certificate used to evidence the Securities will be in substantially the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. The Company has duly authorized and reserved for issuance pursuant to the Forward Sale Agreement 7,900,000 shares of Common Stock. When issued and delivered by the Company pursuant to the Forward Sale Agreement against payment of the consideration required to be paid by the Forward Purchaser pursuant to the terms of the applicable Forward Sale Agreement, the shares of Common Stock issuable pursuant to the applicable Forward Sale Agreement will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock is not and will not be subject to the preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of the Company.

Authorization and Description of Securities. (A) The Securities being sold pursuant to be purchased this Agreement, if applicable, the Warrant Securities issuable upon exercise of the Warrants and, if applicable, the deposit of the Preferred Stock comprising part or all of the Securities by or on behalf of the Company in accordance with the provisions of a deposit agreement (each, a “Deposit Agreement”), among the Company, the financial institution named in the Deposit Agreement (the “Depositary”) and the holders of the Depositary Receipts issued thereunder, have been duly authorized by the Underwriters from the Company Company, and such Securities have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, if applicable, the Warrant Agreement (or will have been so authorized prior to each issuance of Securities) and, when issued and delivered by the Company pursuant to the provisions of this Agreement and, if applicable, the Warrant Agreement against payment of the consideration set forth hereinin this Agreement and, if applicable, the Warrant Agreement, will be validly issued and fully paid and non-assessable; and the issuance of the Warrant Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, are enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable subject to the effect of (i) bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws affecting now or thereafter in effect relating to creditors’ rights generally or by equitable and (ii) general principles relating of equity and the discretion of the court before which any proceeding therefor may be brought; the Securities being sold pursuant to enforceability. The this Agreement and, if applicable, the Warrant Shares have been duly authorized and validly reserved for issuance Securities issuable upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conformsDepositary Receipts, conform in all material respects, respects to all the statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus; and such descriptions conform, in all material respects, to the rights set forth in issuance of the instruments defining the same. No holder of Securities will be is not subject to personal liability solely by reason preemptive or other similar rights of being such a holderany securityholder of the Company.

Authorization and Description of Securities. The Securities Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessablenon‑assessable; the Warrants to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued, executed and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, duly executed and delivered and constitute legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms; the Warrant Shares have been duly authorized for issuance pursuant to the Warrants and, when issued and delivered by the Company pursuant to the Warrants against payment of the consideration set forth therein, will be validly issued and fully paid and non‑assessable; and the issuance of the Securities is not and will not be subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by Company has reserved and kept available upon the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a such number of authorized but unissued shares of Common Stock as are sufficient to meet permit the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise in full of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant SharesWarrants. The Common Stock conforms, and the Warrants conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when duly executed, authenticated, issued and delivered against payment therefor as provided herein and in the Indenture, will be duly and validly issued and outstanding, and shall constitute a valid and binding obligation of the Operating Partnership, entitled to the benefits provided in the Indenture, and enforceable against the Operating Partnership in accordance with its terms. The Operating Partnership has the requisite partnership power and authority to enter into this Agreement, to issue the Securities, and to enter into the Indenture and to perform its obligations contemplated hereby and thereby. The Securities have been issued and delivered by the Company Operating Partnership pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this AgreementOperating Partnership. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder. Any certificates to be used to evidence the Securities will, at the Closing Time, be in due and proper form and will comply in all material respects with all applicable legal requirements, the requirements of the Operating Partnership Agreement and the requirements of the NASDAQ Global Market (the “NASDAQ”). Upon payment of the purchase price and delivery of the Securities in accordance herewith, each of the Underwriters will receive good, valid, and marketable title to the Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims, restrictions, and equities.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized by the Company for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreementwaived. The Pre-Funded Warrants to be sold by the Company hereunder have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreementas provided herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Sharesrequirements and, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant SharesCompany, except as have been duly and validly waived. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, ; the Common Shares and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, Warrants conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No ; the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series C Preferred Shares conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; no holder of the Securities will be subject to personal liability solely by reason of being such a holderholder and the issuance of the Securities is not subject to the preemptive or other similar rights of any security holder of the Company. When issued, the Warrants will constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants are enforceable against the Company in accordance with their terms. The Common Shares underlying the Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement, the General Disclosure Package and the Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of such securities is not subject to any statutory preemptive rights or the Company's organization documents as in effect at the time of issuance, rights of first refusal or other similar rights of any securityholder of the Company (except for such preemptive or contractual rights as were waived).

Authorization and Description of Securities. The Securities Offered Shares forming part of the Units to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against and upon payment in full of the consideration set forth hereinherein for the Units, the Offered Shares will be validly issued and fully paid and non-assessable; and the issuance of such Offered Shares is not subject to the pre-emptive or other similar rights of any securityholder of the Company. The Warrants have been duly authorized, and when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment in full of the exercise price therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Securities Warrants and the Warrant Shares is not subject to the preemptive pre-emptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. Subject to ------------------------------------------- the consummation of the Merger in accordance with its terms, the outstanding Class B Common Stock will have been duly authorized and validly issued and will be fully paid and non-assessable; and none of the outstanding Class B Common Stock, when issued in connection with the Merger, will be issued in violation of the preemptive or other similar rights arising by operation of law, under the Restated Articles of Incorporation or Restated By-Laws of the Company, under any agreement to which the Company or any of its subsidiaries is a party, or otherwise. The Securities Class B Common Stock to be purchased issued and sold by the Underwriters from the Company have been duly authorized for issuance and sale to the International Managers and the U.S. Underwriters pursuant to this Agreement and the U.S. Purchase Agreement and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-non- assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Class B Common Stock conforms, in all material respects, conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No ; no holder of Securities the Class B Common Stock will be subject to personal liability solely by reason of being such a holder; and the issuance of the Class B Common Stock to be issued and sold by the Company is not subject to preemptive or other similar rights arising by operation of law, under the Restated Articles of Incorporation or Restated By-Laws of the Company, under any agreement to which the Company or any of its subsidiaries is a party, or otherwise. There are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act other than Westinghouse Pension Plan.

Authorization and Description of Securities. Subject to ------------------------------------------- the consummation of the Merger in accordance with its terms, the outstanding Class B Common Stock will have been duly authorized and validly issued and will be fully paid and non-assessable; and none of the outstanding Class B Common Stock, when issued in connection with the Merger, will be issued in violation of the preemptive or other similar rights arising by operation of law, under the Restated Articles of Incorporation or Restated By-Laws of the Company, under any agreement to which the Company or any of its subsidiaries is a party, or otherwise. The Securities Class B Common Stock to be purchased issued and sold by the Underwriters from the Company have been duly authorized for issuance and sale to the U.S. Underwriters and the International Managers pursuant to this Agreement and the International Purchase Agreement and, when issued and delivered by the Company pursuant to this Agreement and the International Purchase Agreement against payment of the consideration set forth hereinherein and therein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Class B Common Stock conforms, in all material respects, conforms to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No ; no holder of Securities the Class B Common Stock will be subject to personal liability solely by reason of being such a holder; and the issuance of the Class B Common Stock to be issued and sold by the Company is not subject to preemptive or other similar rights arising by operation of law, under the Restated Articles of Incorporation or Restated By-Laws of the Company, under any agreement to which the Company or any of its subsidiaries is a party, or otherwise. There are no persons with registration rights or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act other than Westinghouse Pension Plan.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from Underwriters, the Company Private Placement Shares and the shares of Common Stock (other than the Securities) to be issued in connection with the Formation Transactions (the “Contributor Shares”) have been duly authorized for issuance and sale to the Underwriters Underwriters, the Private Placement Purchasers or the Contributors or their nominees, respectively, pursuant to this Agreement, the Private Placement Agreement or the Contribution Agreements, as applicable, and, when (A) the Securities have been issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, (B) the Private Placement Shares have been issued and delivered by the Company pursuant to the Private Placement Agreement against payment of the consideration set forth therein and (C) the Contributor Shares have been issued and delivered by the Company pursuant to the applicable Contribution Agreement against payment of the consideration set forth therein, such Securities, Private Placement Shares and Contributor Shares, as applicable, will be validly issued and fully paid and non-assessable. The issuance and sale by the Company of Common Stock (other than the Securities) in connection with the Formation Transactions and the Private Placement Shares at or prior to the Closing Time are exempt from the registration requirements of the 1933 Act and applicable state securities, real estate syndication and blue sky laws. The Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; and no holder of the Securities will be subject to personal liability by reason of being such a holder. The certificates to be used to evidence the Securities will, at the Closing Time, be in due and proper form and will comply in all material respects with all applicable legal requirements, the requirements of the charter and bylaws of the Company and the requirements of the New York Stock Exchange. The issuance of the Securities Securities, the Contributor Shares and the Private Placement Shares is not subject to the any preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company Company, and, when executed and delivered by the Company in accordance with pursuant to this Agreement, will constitute valid valid, legal and legally binding agreements obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency insolvency, reorganization or similar laws affecting creditors’ the rights of creditors generally or by equitable and subject to general principles relating to enforceabilityof equity. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Sharesrequirements and, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithwith the terms thereof, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesnonassessable. The Common Stock conforms, and Pre-Funded Warrants conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, conform in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Shares have been duly and validly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company paid for pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and shall be free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the issuance terms of this Agreement, will be duly and validly issued, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Each Warrant Share issuable upon exercise of the Warrant Shares is Pre-Funded Warrants has been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Pre-Funded Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to any preemptive or other similar rights of stockholders. Subject to subscribe the Company’s obtaining the Required Shareholder Approval and filing the Charter Amendment with the Secretary of State of the State of Delaware, each Warrant Share issuable upon exercise of the Common Warrants will be duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Common Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or purchase the Warrant Sharesimposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of the Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Shares have been duly and validly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company paid for pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and shall be free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the issuance terms of this Agreement, will be duly and validly issued, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. Each Warrant Share issuable upon exercise of the Warrant Shares is Warrants has been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesof stockholders. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of the Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the International Managers and the U.S. Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters International Managers pursuant to this Agreement and the U.S. Underwriters pursuant to the U.S. Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the U.S. Purchase Agreement, respectively, against payment of the consideration set forth hereinherein and in the U.S. Purchase Agreement, respectively, will be validly issued and issued, fully paid and non-assessable; the Class A Common Stock will conform in all material respects to the descriptions thereof contained in the Prospectuses; upon full payment of the consideration therefor no, holder of the Securities will be subject to personal liability by reason of being such a holder; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants Class 1 Interests to be purchased by the Company from Iridium have been duly authorized by for issuance and sale to the Company pursuant to the 1997 Subscription Agreement and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise by Iridium pursuant to the 1997 Subscription Agreement against payment of the Pre-Funded Warrants in accordance therewithconsideration set forth therein, will be validly issued, and (except as set forth in Section 2.09 of the LLC Agreement) fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, ; such Class 1 Interests will conform in all material respects, respects to all statements relating thereto the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, conform to the rights set forth in the instruments defining the same. No same (except as disclosed in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability"); except as described in the Prospectuses under the caption "Description of Iridium LLC Limited Liability Company Agreement--Limitations on Liability," no holder of Securities such Class 1 Interests will be subject to personal liability solely by reason of being such a holder.; and the issuance of the Class 1 Interests

Authorization and Description of Securities. The Initial Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to the description thereof contained in the Registration Statement, except as have been duly the General Disclosure Package and validly waived the Prospectus and such description conforms in writing as of all material respects to the date of this Agreementrights set forth in the instruments defining the same. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with pursuant to this AgreementAgreement against payment of the consideration set forth herein, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Pre-Funded Warrants will conform in all material respects, respects to all statements relating thereto the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities Offered Shares forming part of the Units to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against and upon payment in full of the consideration set forth hereinherein for the Units, the Offered Shares will be validly issued and fully paid and non-assessable; and the issuance of such Offered Shares is not subject to the pre-emptive or other similar rights of any securityholder of the Company. The Warrants have been duly authorized, and when executed and delivered by the Company, will constitute valid and binding obligations of the Company enforceable in accordance with their terms, except that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, receivership, liquidation, fraudulent conveyance, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally. The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when issued by the Company upon valid exercise of the Warrants and payment of the exercise price therefor, will be validly issued and fully paid and non-assessable; and the issuance of the Securities Warrants and the Warrant Shares is not subject to the preemptive pre-emptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, Securities conform in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses and such descriptions conform, in all material respects, description conforms to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, Company except as have been duly and validly waived in writing as of the date of this Agreement. The Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. The Pre-Funded Warrants to be purchased by the Underwriters from the Company have been duly authorized by for issuance and sale to the Company Underwriters pursuant to this Agreement and, when executed and delivered by the Company in accordance with pursuant to this AgreementAgreement against payment of the consideration set forth herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants and in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe subscribed for or purchase the Warrant Shares. The Common Stock conformsSecurities, when issued, will conform to the description thereof set forth in all material respects, to all statements relating thereto contained in or incorporated into the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities Shares is not subject to the preemptive or other similar rights of any securityholder of the Company, Company except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Common Stock conforms in all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. The Warrants to be purchased by the Underwriters from the Company have been duly authorized by for issuance and sale to the Company Underwriters pursuant to this Agreement and, when executed and delivered by the Company in accordance with pursuant to this AgreementAgreement against payment of the consideration set forth herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants and in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe subscribed for or purchase the Warrant Shares. The Common Stock conformsSecurities, when issued, will conform to the description thereof set forth in all material respects, to all statements relating thereto contained in or incorporated into the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by Upon the Underwriters from filing of the Company Certificate of Designations with the Secretary of State of the State of Delaware, the Series B1 Preferred Stock, Series B2 Preferred Stock, Series B3 Preferred Stock, Series B4 Preferred Stock and the Series B1 Preferred Warrant Shares will have been duly and validly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company paid for pursuant to this Agreement against payment (in the case of the consideration set forth hereinSeries B1 Preferred Stock, Series B2 Preferred Stock, Series B3 Preferred Stock and Series B4 Preferred Stock) or pursuant to this Agreement and the Warrants (in the case of the Series B1 Preferred Warrant Shares), will be validly issued and issued, fully paid and non-assessable; nonassessable, and the issuance shall be free and clear of the Securities is all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to the preemptive or other similar rights of any securityholder stockholders. Upon the due conversion of the CompanySeries B1 Preferred Stock, except as have been duly Series B2 Preferred Stock, Series B3 Preferred Stock, Series B4 Preferred Stock and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Series B1 Preferred Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, applicable Conversion Shares will be validly issued, fully paid and non-assessableassessable free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Warrants have been duly authorized and, when issued and paid for in accordance with the issuance terms of this Agreement, will be duly and validly issued, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights of stockholders. The Common Warrant Shares issuable upon exercise of the Warrant Shares is Warrants have been duly authorized and, when issued and paid for in accordance with the terms of this Agreement and the Warrants, will be duly and validly issued, fully paid and nonassessable, free and clear of all encumbrances and restrictions, except for restrictions on transfer set forth in this Agreement or imposed by applicable securities laws, and shall not be subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesof stockholders. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities Securities, Conversion Shares or Warrant Shares will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Shares to be purchased by the Purchasers from the Company and the Placement Agent’s Securities to be purchased by the Underwriters Placement Agent from the Company have been duly authorized for issuance and sale to the Underwriters Purchasers and the Placement Agent pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be duly and validly issued and issued, fully paid and non-assessable; assessable and will have the rights, preferences and priorities set forth in the Company’s Certificate of Incorporation (including the Certificate of Designation). The Conversion Shares have been duly authorized and reserved for issuance pursuant to the terms of the Shares, and when issued by the Company upon valid conversion of the Shares, will be duly and validly issued, fully paid and nonassessable. The Dividend Shares have been duly authorized and reserved for issuance pursuant to the terms of the Shares, and when issued by the Company in payment of dividends on the Shares, will be duly and validly issued, fully paid and nonassessable. The Warrant Shares have been duly authorized and reserved for issuance and when issued by the Company pursuant to the terms of the Placement Agent’s Warrant Agreement, will be duly and validly issued, fully paid and nonassessable. The issuance of the Shares, Conversion Shares, Dividend Shares and Placement Agent’s Securities is not subject to the any preemptive or other similar rights of any securityholder of the Company, except as Company other than those rights that have been duly disclosed in the Registration Statement, the General Disclosure Package and validly waived in writing as the Prospectus and have been waived. The capital stock of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the sameProspectus. No holder of Securities or the Placement Agent’s Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Underwritten Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Underwritten Securities is not subject to the statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights restrictions upon voting and transfer (except for applicable transfer restrictions under the 1933 Act and any applicable state securities laws) of any securityholder of the Company, except as for such rights that have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by terms and all applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceabilitylaws. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock Company’s capital stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conformdescription conforms, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely pursuant to the Delaware General Corporation Law by reason of being such a holder. The Company has the corporate power and authority to issue the Underwriter Warrants and to perform its obligations thereunder. The Underwriter Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws or regulations promulgated thereunder in the United States or the policies underlying such laws or regulations. The shares of Common Stock to be issued upon exercise of the Underwriter Warrants (the “Warrant Shares”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter Warrants in accordance with the terms of the Underwriter Warrants against payment therefor, will be validly issued, fully paid and nonassessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the 1933 Act and any applicable state securities laws). Based upon representations of the Underwriters, the offering and issuance of the Underwriter Warrants are pursuant to an exemption from the registration requirements of the 1933 Act.

Authorization and Description of Securities. The Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, the Securities to be purchased by the Underwriters from the Company will have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and at or before the Closing Time, the Company shall have filed a Form 8-A with the Commission to register the Securities pursuant to Section 12 of the 1934 Act; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. Upon the filing of the Articles of Amendment with the VSCC and the issuance by the VSCC of a certificate of amendment, except as the shares of the common stock of the Company, par value $0.01 (the “Common Stock”) issuable upon conversion of the Securities will have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized and reserved for issuance by the Company and, when executed and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise conversion and in accordance with the terms of the Pre-Funded Warrants in accordance therewithCompany’s Restated Articles of Incorporation, including the Articles of Amendment, will be validly issued, fully issued and fully-paid and non-assessable, ; and the issuance will not have been issued in violation of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase of any securityholder of the Warrant SharesCompany. The Series B Preferred Stock and Common Stock conforms, in all material respects, conform to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, description of the Series B Preferred Stock conforms to the rights set forth in the instruments defining the sameArticles of Amendment. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company Fund have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company Fund pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessableassessable (except as described in the Registration Statement). In all material respects, the Common Shares conform to all statements relating thereto contained in the Prospectus and such description conforms to the rights set forth in the instruments defining the same, to the extent such rights are set forth; no holder of the Securities will be subject to personal liability by reason of being such a holder (except as described in the Registration Statement); and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the CompanyFund. ABSENCE OF DEFAULTS AND CONFLICTS. The Fund is not in violation of its agreement and declaration of trust or by-laws, except each as have been duly and validly waived amended from time to time, or in writing as default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it is a party or by which it may be bound, or to which any of the date property or assets of the Fund is subject (collectively, "Agreements and Instruments") except for such violations or defaults that would not result in a Material Adverse Effect; and the execution, delivery and performance of this Agreement. , the Investment Advisory Agreement dated as of [INSERT DATE], 2005 between the Fund and the Investment Adviser (the "Advisory Agreement"), the Investment Sub-Advisory Agreement dated as of [INSERT DATE], 2005 among the Fund, the Investment Adviser and the Sub-Adviser (the "Sub-Advisory Agreement"), the Custody Agreement dated as of [INSERT DATE], 2005 between the Fund and The Pre-Funded Warrants Bank of New York (the "Custody Agreement") and the Stock Transfer Agency Agreement dated as of [INSERT DATE], 2005 between the Fund and The Bank of New York (the "Transfer Agency Agreement") and the consummation of the transactions contemplated herein and in the Registration Statement (including the issuance and sale of the Securities and the use of the proceeds from the sale of the Securities as described in the Prospectus under the caption "Use of Proceeds") and compliance by the Fund with its obligations hereunder have been duly authorized by all necessary action under the Company andDelaware Statutory Trust Act (the "Delaware Act") and do not and will not, when executed whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Fund pursuant to, the Agreements and delivered Instruments (except for such conflicts, breaches or defaults or liens, charges or encumbrances that would not result in a Material Adverse Effect), nor will such action result in any violation (except for such violations that will not result in a Material Adverse Effect) of the provisions of the agreement and declaration of trust or by-laws of the Fund, each as amended from time to time, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Fund or any of its assets, properties or operations, other than State securities or "blue sky" laws applicable in connection with the purchase and distribution of the Securities by the Company in accordance with Underwriters pursuant to this Agreement. As used herein, will constitute valid and legally binding agreements a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Fund. ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the CompanyFund, enforceable threatened, against or affecting the Company Fund, which is required to be disclosed in accordance with their termsthe Registration Statement (other than as disclosed therein), except as enforceability may or which would (if determined in a manner adverse to the Fund) reasonably be limited expected to result in a Material Adverse Effect (including the consummation of the transactions contemplated in this Agreement or the performance by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceabilitythe Fund of its obligations hereunder). The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise aggregate of all pending legal or governmental proceedings to which the Pre-Funded Warrants in Fund is a number sufficient to meet party or of which any of its property or assets is the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is subject which are not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained described in the Registration Statement, including ordinary routine litigation incidental to the General Disclosure Package business, would not (if determined in a manner adverse to the Fund) reasonably be expected to result in a Material Adverse Effect. ACCURACY OF EXHIBITS. There are no material contracts or documents which are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits thereto by the 1933 Act, the 1940 Act or by the Rules and Regulations which have not been so described and filed as required. POSSESSION OF INTELLECTUAL PROPERTY. The Fund owns or possesses, or can acquire on reasonable terms, or otherwise has rights to adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by the Fund, and the Prospectus and such descriptions conformFund has not received any notice or is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property that has, in all material respects, or could reasonably be expected to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such have a holderMaterial Adverse Effect.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock, except as have been duly Pre-Funded Warrants and validly waived the Warrants conform in writing as all material respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus. Each of the date of this Agreement. The Warrants and Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this AgreementCompany, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants or the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Warrants or the Pre-Funded Warrants Warrants, in accordance therewiththerewith against payment of the exercise price as provided therein, will be validly issued, fully paid and non-assessablenonassessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the samerights. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement and the terms of the related warrant agreements against payment of the consideration set forth hereinherein and therein, will be validly issued and issued, fully paid and non-assessable; all statements relating to the Common Shares, the Warrants and the Representative's Warrant contained in the Registration Statement, the General Disclosure Package and the Prospectus are a fair and accurate description of the instruments defining the terms of the same in all material respects; no holder of the Securities will be subject to personal liability, other than any warrant exercise price, solely by reason of being such a holder and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder security holder of the Company. When issued, except as have been duly the Warrants and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreement, Representative's Warrant will constitute valid and legally binding agreements obligations of the CompanyCompany to issue and sell, upon exercise thereof and payment of the exercise price therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof and the Warrants and the Representative's Warrant are enforceable against the Company in accordance with their terms; provided, except as however, the enforceability thereof may be limited by applicable bankruptcy, insolvency or insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ ' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or by equitable principles relating to enforceabilityat law). The Common Shares underlying the Warrants and the Representative's Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewithissuance, will be validly issued, fully paid and non-assessable, and conform to the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained description thereof in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, have been validly reserved for future issuance, will, upon exercise of the Warrants and such descriptions conformthe Representative's Warrant, respectively, and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in all material respects, to the rights set forth in the instruments defining the same. No holder violation of Securities will be or subject to personal liability solely by reason preemptive or similar rights to subscribe for or purchase securities of being the Company. The issuance of such securities is not subject to any statutory preemptive rights under the Company's organization documents as in effect at the time of issuance, or any rights of first refusal or other similar rights of any securityholder of the Company pursuant to any agreement to which the Company or a holderSubsidiary is a party (except for such preemptive or contractual rights as have been waived).

Authorization and Description of Securities. The Securities to be purchased by the Underwriters Underwriter from the Company have been duly authorized for issuance and sale to the Underwriters Underwriter pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company, except as have been duly and validly waived in writing as of the date of this Agreement. The Pre-Funded Warrants to be sold by the Company hereunder have been duly authorized by the Company and, when executed and delivered by the Company in accordance with this Agreementas provided herein, will constitute be valid and legally binding agreements of the Company, enforceable against the Company in accordance with their terms, except as enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvency insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally and remedies of creditors or by general equitable principles relating to enforceabilityprinciples. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Pre-Funded Warrants in a number sufficient to meet the current exercise requirements. The Warrant Sharesrequirements and, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessablenonassessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Sharesrights. The Common Stock conforms, conforms in all material respects, respects to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, description conforms in all material respects, respects to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder.

Authorization and Description of Securities. The Series D Preferred Shares represented by the Depositary Shares, the Depositary Shares and the deposit of the Series D Preferred Shares in accordance with the provisions of the Deposit Agreement, dated December 13, 2004 (as amended by the Appointment and Acceptance of Successor Depositary, dated February 28, 2006, and the Amendment to the Deposit Agreement, dated March 1, 2010, and as further amended at or prior to the Closing Time, the “Deposit Agreement”), between the Company, Computershare Trust Company, N.A. (as successor to SunTrust Bank under the Appointment and Acceptance of Successor Table of Contents Depositary, dated February 28, 2006, the “Depositary”) and the holders from time to time of the Depositary Receipts issued thereunder have been duly and validly authorized by the Company. The 2004 Shares and 2010 Shares have been duly and validly authorized and issued and are fully paid and non-assessable. The Securities to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued and issued, fully paid and non-assessable; . The Series D Preferred Shares and the Securities conform to all statements relating thereto contained in the Registration Statement, the Disclosure Package and the Prospectus. No holder of the Securities will be subject to personal liability by reason of being such a holder. The issuance of the Series D Preferred Shares and the Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The form of certificate used to evidence the Series D Preferred Shares will be in substantially the form to be filed or incorporated by reference, except as have been duly the case may be, as an exhibit to the Registration Statement, and validly waived in writing as such form complies with all applicable statutory requirements, requirements of the date Company’s Amended and Restated Certificate of this Agreement. The Pre-Funded Warrants have been duly authorized by Incorporation, as amended through October 8, 2009 (the Company and“Certificate of Incorporation”), when executed the Amended and delivered by the Company in accordance with this Agreement, will constitute valid and legally binding agreements Restated Bylaws of the Company, enforceable against as amended effective November 6, 2007 (the Company in accordance with their terms“Bylaws”), except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or by equitable principles relating to enforceability. The Warrant Shares have been duly authorized the Deposit Agreement and validly reserved for issuance upon exercise requirements of the Pre-Funded Warrants in a number sufficient to meet New York Stock Exchange, Inc. (the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants in accordance therewith, will be validly issued, fully paid and non-assessable, and the issuance of the Warrant Shares is not subject to any preemptive or other similar rights to subscribe for or purchase the Warrant Shares. The Common Stock conforms, in all material respects, to all statements relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such descriptions conform, in all material respects, to the rights set forth in the instruments defining the same. No holder of Securities will be subject to personal liability solely by reason of being such a holder“NYSE”).