Common use of Capitalization and Other Capital Stock Matters Clause in Contracts

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case plans described in the Registration Statement, the Time Disclosure Package and the Prospectus or upon exercise of Sale Prospectus any outstanding options or warrants described in the Registration Statement, the Disclosure Package and the Prospectus, as the case may be). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable U.S. federal and state securities laws. None of the outstanding Shares was shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first offer or refusal or other similar rights to subscribe for or purchase securities of the Company or any subsidiary of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first offer or refusal or other similar rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including capital stock of the Offered Shares, when issued pursuant to the terms of this Agreement) conform, Company conforms in all material respects, respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding Shares securities of the Company have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws, based in part on the representations and warranties of the purchasers of such securities. None of the outstanding Shares securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. The descriptions (gg) Sale of Securities of the Company’s stock option. No securities of the Company have been sold by the Company or by or on behalf of, stock bonus or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and other stock plans or arrangementsincluding the date hereof, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rightsIPO Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement and employee benefit plans, incentive award plans described in the Prospectus or upon the exercise or vesting of outstanding options or warrants, in each case incentive awards issued pursuant to employee incentive award plans described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or and outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Statement and the Time of Sale Prospectus and other than options and other incentive awards issued by the Company subsequent to the date of such description in the Registration Statement and Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Units, the Unit Warrants and the Representative’s Warrants will comply, in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time Prospectus. The number of Sale Prospectus issued and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described Common Shares is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units described in the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus fairly and the Prospectus accurately and fairly presents, in all material respects, present the information required to be shown with respect to such plans, arrangementsplan, options and rightsor other awards. Except as described in the Prospectus, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is conforms as set forth to legal matters to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, issued and are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Companynonassessable. There are were no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus as of the dates indicated therein. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presentspresent, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The Since the most recent date such information was included in the Prospectus, there has been no material change in the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Time of Sale Prospectus, or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementTime of Sale Prospectus, upon settlement of outstanding restricted stock units described in the Time of Sale Prospectus and or as otherwise described in any document incorporated by reference in the Prospectus). The Ordinary Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There The Company has sufficient authorized but unissued share capital to issue the Shares and all necessary approvals and authorities have been granted or obtained to allot and issue the Shares to the Underwriters. Except as may have been issued pursuant to the Company’s stock option and other stock plans or arrangements described in the Time of Sale Prospectus, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. All grants of options to acquire Ordinary Shares (each, a “Company Stock Option”) were validly assumed or issued and approved by the Board of Directors of the Company, a committee thereof or an individual with authority duly delegated by the Board of Directors of the Company or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in material compliance with the terms of the plans under which such Company Stock Options were issued. Except as disclosed in or contemplated by the Time of Sale Prospectus, there is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationProspectus Supplement Summary — The Offering” and “Description of Common Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, present the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares and the Warrant Shares, when issued pursuant to ) and the terms of this Agreement) conform, Pre-Funded Warrants conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationProspectus Summary—The Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted stock units, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares shares of Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Representative’s Warrants will comply, in all material respects, to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationThe Offering” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). , and the authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Description of Capital Stock.” The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares shares of the Common Stock of the Company (including the Offered Shares, when issued pursuant to the terms of this AgreementSecurities) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities lawslaws in all material respects. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrantswarrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, present the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including the Offered Sharesconform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Shares will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesSecurities conform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Securities will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column “Actual” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Shares Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal securities laws and in all applicable federal and material respects with state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities lawsLaws (as defined herein). None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, present in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Common Stock (including the Offered Common Shares, when issued pursuant to ) and the terms of this Agreement) conform, Representative’s Warrants conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Prospectus or issued or granted in the Time ordinary course of Sale the Company’s business after the date of the Prospectus and under the ProspectusCompany’s stock incentive or stock purchase plans. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of any person or persons controlling, controlled by or under common control with, the Company within the three (3) years prior to the date hereof, except as disclosed in Part II of the Registration Statement.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Unit Warrants and the Representative’s Warrants will comply in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Offered Shares) have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares, including the Shares to be purchased by the Underwriters, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares, including the Shares was to be purchased by the Underwriters, were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth included in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus and except for issuances by the Company in the ordinary course of business subsequent to the date of the financial statements included or incorporated by reference into the Time of Sale Prospectus and the Prospectus, there are no outstanding (A) options, warrants, preemptive rights, rights of first refusal or other rights to purchase from the Company, (B) agreements, contracts, arrangements or other obligations of the Company to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Company.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to any employee benefit plansplan (as defined below), or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, restricted stock bonus units, restricted stock agreements and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to stock option or employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Shares Common Stock (including the Offered Common Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained set forth or incorporated by reference in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the ProspectusDisclosure Package. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company and each Subsidiary is as set forth in the Registration Statement, the Time of Sale each Applicable Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, warrants described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Shares (including the Offered Shares, when issued pursuant to ) and the terms capital stock of this Agreement) conform, each Subsidiary conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares Shares, and all of the issued and outstanding shares or other capital stock of each Subsidiary, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was Shares, nor any of the outstanding shares or other capital stock of any Subsidiary, were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany or any Subsidiary. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiary other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown therein with respect to such plans, arrangements, options and rights. All grants of options to acquire Shares (each, a “Company Stock Option”) were validly issued and approved by the Board of Directors of the Company, a committee thereof or an individual with authority duly delegated by the Board of Directors of the Company or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in compliance with the terms of the plans under which such Company Stock Options were issued. There is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects. Except as described in the Time of Sale Prospectus and the Prospectus, the Company has not sold or issued any Shares during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than Shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including the Offered Sharesconform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Shares will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares have shares of Ordinary Shareshave been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Pricing Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, as the case may be). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, Common Stock conforms in all material respects, respects to the description thereof contained in the Time of Sale Pricing Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany except for preemptive rights claims that may have existed that are now barred by statute. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately presents and fairly presents, in all material respects, the information required to be shown with respect to summarizes such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock shares of beneficial interest of the Company is Company, including the Shares, are as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case redemption of outstanding OP Units described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares shares of beneficial interest (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of beneficial interest have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of beneficial interest were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for such rights as have been duly waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Statement and the Time of Sale Prospectus and the Prospectusexcept for such rights as have been duly waived. The descriptions of the Company’s stock option, stock bonus bonus, stock purchase and other stock or equity incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of, or other equity interests in, each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through other subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, or pursuant to the automatic conversions of preferred stock of the Company into shares of common stock as a result of the public offering contemplated hereby, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s and ALX Oncology Limited’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in all material respects accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, warrants described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not sold or issued any Shares during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than Shares issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Securities (including the Offered Shares, when issued pursuant to Firm Shares and the terms of this AgreementWarrants) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The Company has reserved and kept available for the exercise of the Warrants and the Option Warrants such number of authorized but unissued Shares as are sufficient to permit the exercise in full of the Warrants and the Option Warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Warrants will comply in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantsconversion rights, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (share capital of the Company, including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Shares conform to the law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for (i) subsequent issuances, if any, pursuant to employee benefit plans, grants of equity awards under the stock option or upon the exercise of outstanding options or warrants, in each case equity incentive plans described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, (ii) subsequent changes in the number of outstanding Common Shares due to the issuance of Common Shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Shares described in the Registration Statement and the Prospectus, (iii) as a result of the issuance of Shares hereunder, (v) as a result of the issuance of Common Shares under the employee stock purchase plan described in the Registration Statement and the Prospectus, or (vi) any repurchases of capital stock of the Company). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All Except with respect to the Company’s “at the market” program in place from August 2005 to April 2017, all of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. (i) The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” as of the date specified therein; (ii) the authorized, issued and outstanding capital stock of the Company after giving effect to the sale of the Firm Common Shares, on a pro forma basis as of the date specified therein, is as set forth in the Prospectus and Disclosure Package under the column “As Adjusted” under the caption “Capitalization”, in each case, other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding convertible securities, options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus), as the case may be. The Shares Common Stock (including the Offered Common Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Company’s registration statement on Form 8-A incorporated by reference in the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None laws as of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities Closing Date and as of the Subsequent Closing Date (as defined herein), if applicable. Except as set forth in that certain Holders Agreement, dated as of August 29, 2003, among the investors named therein and the Company. There , there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the ProspectusProspectus or issued or granted after the date thereof. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and and, except as set forth in Part II of the Company’s Form 10-K for the year ended December 31, 2011, have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case case, as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Voting Shares and the Non-Voting Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by the Selling Stockholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of or is subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities that have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Offered Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms of this Agreement will have been validly issued and will be fully paid and nonassessable, and the holders thereof will not be subject to personal liability by reason of being such holders; and the capital stock of the Company, including the Shares, conforms to the description thereof in the Registration Statement and the Time of Sale Prospectus. There Except as otherwise stated in the Registration Statement and the Time of Sale Prospectus, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to subscribe for or to purchase, or equity any restriction upon the voting or debt securities convertible into or exchangeable or exercisable fortransfer of, any capital stock Shares pursuant to the Company’s charter, by-laws or any agreement or other instrument to which the Company is a party or by which the Company is bound. Neither the filing of the Company Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of its subsidiaries any Shares or other than those securities of the Company, except for such rights as have been duly waived. Except as described in the Registration Statement, Statement and the Time of Sale Prospectus and other than Additional Issuances, there are no options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Prospectus. The descriptions Company any shares of the capital stock of the Company’s stock option, stock bonus . The Company has an authorized and other stock plans or arrangements, and the options or other rights granted thereunder, outstanding capitalization as set forth in each the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, as of the information required to be shown with respect to such plans, arrangements, options and rightsdates set forth therein.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case or as otherwise described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws, except where such noncompliance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options options, or warrants, in each case as otherwise described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws, except where such noncompliance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise Description of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus)Capital Stock”. The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presentspresent, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationProspectus Summary - The Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted stock units, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares shares of Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under as of the caption “Capitalization” dates indicated for such information (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Information and Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Information and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presentspresent, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrantswarrants or upon conversion of convertible securities, in each case case, as described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesSecurities conform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Securities will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of capital stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Offered Shares (including the Offered Warrant Shares, when issued pursuant to ) and the terms of this Agreement) conform, Pre-Funded Warrants conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities lawslaws in all material respects. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered Sharesconform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Warrants, the Representative’s Warrants will comply, in all material respects, to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to agreements or employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted stock units, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationThe Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted stock units, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans or in connection with the acquisition of ANS as described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Shares Common Stock (including the Offered Conversion Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Significant Subsidiaries other than those described in the Registration Statement, Disclosure Package and stock options assumed or issued in connection with the Time acquisition of Sale Prospectus and the ProspectusANS. The descriptions description of the Company’s (for the avoidance of doubt, not including ANS’s) stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presentsconstitutes, in all material respects, a fair summary of the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of capital stock of the Company and each of the Subsidiaries (as defined herein) have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were not issued in violation of of, and are not subject to, any preemptive or similar rights. The table attached hereto as Schedule 2.3 sets forth, rights as of first refusal or other similar rights to subscribe for or purchase securities the date hereof, the capitalization of the Company. There All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all Liens, other than those Liens (i) for taxes or governmental assessments, charges or claims, in each case the payment of which is not yet due and for which the Company has established adequate reserves, (ii) imposed by applicable law such as mechanics’, materialmen’s, landlords’, warehousemen’s and carriers’ liens and other similar liens securing obligations incurred in the ordinary course of business, (iii) under workers’ compensation, unemployment insurance, social security or similar legislation, in each case for which the Company has established adequate reserves (collectively, “Permitted Liens”), and (iv) those imposed by the Securities Act of 1933, as amended (the “Securities Act”), and the securities or “Blue Sky” laws of certain U.S. state or non-U.S. jurisdictions. Except as disclosed in the Company Disclosure Package, there are no authorized or outstanding (A) options, warrants, preemptive rights, rights of first refusal warrants or other rights to purchasepurchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock other obligations of the Company or any of its subsidiaries the Subsidiaries to issue or (C) other than those described rights to convert any obligation into or exchange any securities for, in the Registration Statementcase of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Time of Sale Prospectus and the Prospectus. The descriptions Company or any of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rightsSubsidiaries.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under (the caption “Capitalization” Ordinary Shares”) (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including the Offered Sharesconform, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Securities will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, upon the vesting or settlement of any outstanding restricted stock units, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, restricted stock units, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options options, restricted stock units or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options options, restricted stock units and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Securities (including the Offered Shares, when issued pursuant to Firm Shares and the terms of this AgreementWarrants) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. The Company has reserved and kept available for the exercise of the Warrants and the Option Warrants such number of authorized but unissued Shares as are sufficient to permit the exercise in full of the Warrants and the Option Warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares, including the Offered Shares to be purchased by the Underwriters, have been duly authorized and and, except for certain Shares that are subject to outstanding options, are validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. To the extent Shares that are subject to outstanding options are to be Offered Shares, such Offered Shares will be validly issued, fully paid and nonassessable and will have been issued in compliance with all federal and state securities laws as of the Closing Date. None of the outstanding Shares, including the Shares was to be purchased by the Underwriters, were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth included in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus and except for issuances by the Company in the ordinary course of business subsequent to the date of the financial statements included or incorporated by reference into the Time of Sale Prospectus and the Prospectus, there are no outstanding (A) options, warrants, preemptive rights, rights of first refusal or other rights to purchase from the Company, (B) agreements, contracts, arrangements or other obligations of the Company to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Company.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained or incorporated by reference in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws, except where such noncompliance would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for such rights as have been duly waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The At June 30, 2001, InSight had the authorized, issued and outstanding capital stock of the Company is capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus Draft Offering Memorandum under the caption “"Capitalization” " under the heading "Actual." At June 30, 2001, on a consolidated basis, after giving pro forma effect to (other than for subsequent issuancesi) the issuance and sale of the Securities pursuant hereto, if any(ii) the consummation of the Merger, pursuant (iii) the funding under the Credit Agreement, (iv) the Equity Contribution, (v) the Option Rollover and (vi) the application of the proceeds from the issuance and sale of the Securities, the funding under the Credit Agreement, the Equity Contribution and the Option Rollover to employee benefit plans, or upon the exercise refinancing transactions described under the caption "Use of outstanding options or warrants, in each case described Proceeds" in the Registration StatementDraft Offering Memorandum, the Time of Sale Prospectus Company would have an authorized and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained outstanding capitalization as set forth in the Time of Sale Prospectus. Draft Offering Memorandum under the caption "Capitalization" under the heading "Pro Forma." All of the issued outstanding shares of capital stock of the Parent, Acquisition Corp. and outstanding Shares InSight have been been, and in the case of InSight after consummation of the Merger will be, duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities lawsnonassessable. None of the outstanding Shares was shares of capital stock of the Parent or Acquisition Corp. were, or in the case of InSight after the consummation of the Merger will be, issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyParent, Acquisition Corp. or InSight, as the case may be. There Except as set forth in Schedule B hereto, and except for rights of first refusal or "tag-along" or "drag along" rights customarily contained in stockholders' agreements, partnership agreements or joint venture operating agreements, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company Parent, Acquisition Corp. or InSight or any of its subsidiaries Subsidiaries, other than those described in the Registration Statement, the Time of Sale Prospectus and the ProspectusDraft Offering Memorandum. The descriptions description of the Company’s InSight's stock option, stock bonus bonus, stock purchase and other stock plans or arrangementsarrangements to be in effect immediately following the consummation of the Merger as contemplated by the Merger Agreement, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus Draft Offering Memorandum accurately and fairly presentsdescribes, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. As of the date hereof, all of the issued and outstanding capital stock of Acquisition Corp. has been duly authorized and validly issued, is fully paid and nonassessable and is owned directly by the Parent, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim and, following the Merger, all of the issued and outstanding capital stock of InSight will have been duly authorized and validly issued, fully paid and nonassessable and will be owned directly by the Parent, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. In addition, all of the issued and outstanding capital stock of each Subsidiary of InSight has been duly authorized and validly issued, is fully paid and nonassessable and is owned by InSight, directly or through Subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for any security interests, mortgages, pledges, liens, encumbrances or claims of the lenders existing (x) under the Fourth Amendment and Restatement of Credit Agreement, dated as of June 12, 1998, as amended by the Fifth and Sixth Amendments, among InSight, the Subsidiary Guarantors, Bank of America, N.A., as agent and the lenders thereunder (the "Existing Credit Agreement") and (y) under Credit Agreement. The only Subsidiaries of InSight are hose Subsidiaries listed in Schedule C hereto.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, Securities conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of capital stock of the Company and each of its subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all of the outstanding shares of capital stock and other equity interests, as the case may be, of the Company’s subsidiaries are owned by the Company, directly or indirectly through its subsidiaries, free and clear of all liens, encumbrances, equity or restrictions on transferability (other than those imposed by the Securities Act and the securities laws or blue sky laws of certain U.S. state or non U.S. jurisdictions) or voting restrictions. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Common Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries subsidiary other than those accurately described in all material respects in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus 1999 Employee Stock Option Plan and other stock plans or arrangements2006 Employee Incentive Plan, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, summarizes in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options arrangements and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) , the Shares will conform, in all material respects, respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the NRLBH other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company as of December 31, 2013 is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” and, upon consummation of the Formation Transactions and the offering of the Firm Shares as contemplated by this Agreement and the use of the net proceeds therefrom as set forth under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus will be as set forth in the column entitled “As Adjusted” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable foreign, U.S. federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, equity incentive plan set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rightsplan.

Capitalization and Other Capital Stock Matters. The authorizedAt June 30, issued 2023 on a consolidated basis, after giving pro forma effect to the sale of the Shares pursuant hereto, the Company would have an authorized and outstanding capital stock of the Company is capitalization as set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the caption heading “Capitalization” ”; all of the outstanding shares of capital stock of the Company (other than for subsequent issuances, if any, pursuant including the Shares to employee benefit plans, be sold by the Selling Stockholder) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or upon the exercise of outstanding options or warrants, in each case similar rights; except as described in or expressly contemplated by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There there are no authorized outstanding rights (including, without limitation, pre-emptive rights), warrants or outstanding options, warrants, preemptive rights, rights of first refusal or other rights options to purchaseacquire, or equity or debt securities instruments convertible into or exchangeable or exercisable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of its subsidiaries other than those described the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. The descriptions of ; and except as described in or expressly contemplated by the Company’s stock optionRegistration Statement, stock bonus and other stock plans or arrangements, the Pricing Disclosure Package and the options Prospectus all the outstanding shares of capital stock or other rights granted thereunderequity interests of each subsidiary owned, set forth directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately and fairly presentsare owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for such liens, encumbrances, equities or claims (i) as secure the Senior Secured Credit Facilities or (ii) as would not reasonably be expected, individually or in all material respectsthe aggregate, the information required to be shown with respect to such plans, arrangements, options and rightshave a Material Adverse Change.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Warrants and the Representative’s Warrants will comply in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under as of the caption “Capitalization” dates referred to therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options options, warrants or warrantsconversion rights, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Shares (share capital of the Company, including the Offered Placement Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None Except as described in the Registration Statement and the Prospectus, none of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Common Shares conform to the law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, warrants described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not sold or issued any Shares during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than Shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no authorized or outstanding (i) options, warrants, preemptive rights, rights of first refusal or other rights to purchasepurchase from the Company or any of its subsidiaries, (ii) agreements, contracts, arrangements or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock other obligations of the Company or any of its subsidiaries to issue or (iii) other than those described rights to convert any obligation into or exchange any securities for, in the Registration Statementcase of each of clauses (i) through (iii), shares of capital stock of or other ownership or equity interests in the Time Company or any of Sale Prospectus and the Prospectusits subsidiaries. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, present in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, or upon issuances of the exercise of outstanding options or warrantsCompany’s common stock, including through the Company’s at-the-market offering program, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of the Company’s capital stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of the Company’s capital stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, present the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationProspectus Supplement Summary - The Offering” and “Description of Capital Stock - Common Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Class C Warrants and the Representative's Warrants will comply in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization“ Description of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. The Common Shares to be issued in connection with the Founding Company Acquisitions have been duly authorized and, upon completion of the Founding Company Acquisitions in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable when issued as contemplated by the Merger Agreements (as hereinafter defined) and such Common Shares to be issued in the Founding Company Acquisitions will be subject to any preemptive or similar right.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to the Open Market Sale Agreement, dated as of May 10, 2019, as amended by that certain Amendment No. 1 to Open Market Sale Agreement, dated as of March 2, 2020, and that certain Amendment No. 2 to Open Market Sale Agreement, dated as of March 3, 2022, by and between the Company and Xxxxxxxxx LLC, or pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted share units or performance share units or pursuant to the 2019 employee share purchase plan, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable nonassessable, at the respective time of their issuance were free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, have been issued in compliance with all applicable federal laws and state securities lawsthe constitution of the Company, and are not subject to any restrictions on voting, pre-emptive or similar rights or transfer restrictions or liens thereunder, except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares, capital stock or ownership interests, of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s share or stock option, share or stock bonus and other share or stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as disclosed in the Time of Sale Prospectus, the Company has not sold, issued or distributed any Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding options, restricted share units, performance share units, rights or warrants or employee share purchase plans.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption captions “CapitalizationProspectus Supplement Summary—The Offering” and “Description of Capital Stock—Common Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus bonus, stock purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, pursuant to the Exchange Agreement, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares shares of Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the respective description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Offered Securities (including the Offered Warrant Shares, when issued pursuant to ) and the terms of this Agreement) conform, Pre-Funded Warrants conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus (including descriptions of such plans incorporated by reference therein) or upon the exercise of outstanding options or warrants, in each case the conversion of restricted stock units (“RSUs”) described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchasepurchase from the Company, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the ProspectusProspectus (including descriptions of such items incorporated by reference therein). The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Offered Shares) have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorizedAt September 30, issued 2021 on a consolidated basis, after giving pro forma effect to the sale of the Shares pursuant hereto, the Company would have an authorized and outstanding capital stock of the Company is capitalization as set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the caption heading “Capitalization” ”; all of the outstanding shares of capital stock of the Company (other than for subsequent issuances, if any, pursuant including the Shares to employee benefit plans, be sold by the Selling Stockholder) have been duly and validly authorized and issued and are fully paid and non-assessable and are not subject to any pre-emptive or upon the exercise of outstanding options or warrants, in each case similar rights; except as described in or expressly contemplated by the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, in all material respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There there are no authorized outstanding rights (including, without limitation, pre-emptive rights), warrants or outstanding options, warrants, preemptive rights, rights of first refusal or other rights options to purchaseacquire, or equity or debt securities instruments convertible into or exchangeable or exercisable for, any shares of capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; the capital stock of its subsidiaries other than those described the Company conforms in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. The descriptions of ; and except as described in or expressly contemplated by the Company’s stock optionRegistration Statement, stock bonus and other stock plans or arrangements, the Pricing Disclosure Package and the options Prospectus all the outstanding shares of capital stock or other rights granted thereunderequity interests of each subsidiary owned, set forth directly or indirectly, by the Company have been duly and validly authorized and issued, are fully paid and non-assessable except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately and fairly presentsare owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, except for such liens, encumbrances, equities or claims (i) as secure the Senior Secured Credit Facilities or (ii) as would not reasonably be expected, individually or in all material respectsthe aggregate, the information required to be shown with respect to such plans, arrangements, options and rightshave a Material Adverse Change.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Shares, which will conform when issued pursuant to in accordance with the terms of this Agreement, and those owned by Selling Stockholders) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described accurately in all material respects in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including the Offered SharesCommon Stock conforms, and, when issued pursuant to the terms of and delivered as provided in this Agreement) conform, the Class B Warrants and the Underwriter’s Warrants will comply in all material respects, respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options options, warrants or warrants, in each case rights described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Conversion Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Significant Subsidiaries other than those described in the Registration StatementDisclosure Package and the Prospectus, or that have been granted pursuant to the Time of Sale Prospectus Company's employee benefit plans described in the Disclosure Package and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents, in all material respects, the information required to be shown with respect to presents and summarizes such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “CapitalizationDescription of Share Capital” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Shares ADSs (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time Prospectus and such description conforms to the rights set forth in the Constitution of Sale Prospectusthe Company. All of the issued and outstanding Common Shares underlying the ADSs have been duly authorized and validly issued, are fully paid and nonassessable not subject to any calls for additional payments (nonassessable) and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares underlying ADSs was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not offered, sold or issued any Shares during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, that would be integrated under the Securities Act with the Offered Shares.

Capitalization and Other Capital Stock Matters. The authorized, ---------------------------------------------- issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Common Stock (including the Offered Common Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable the federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of or subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal warrants or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted and exercised thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. All shares of the Company's preferred stock issued and outstanding prior to the date hereof have been converted into shares of Common Stock as described in the Prospectus, and the former holders of such shares of Preferred Stock have no further rights in connection therewith.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares) conform (or will conform when issued, when issued pursuant to the terms of this Agreementas applicable) conform, in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, presents in all material respects, respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement and employee benefit plans, incentive award plans described in the Prospectus or upon the exercise or vesting of outstanding options warrants or warrants, in each case incentive awards issued pursuant to incentive awards plans described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Statement and the Time of Sale Prospectus and other than options and other incentive awards issued by the Company subsequent to the date of such description in the Registration Statement and Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Common Shares was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries, other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. The shares of Common Stock to be issued in connection with the Organizational Restructuring have been duly authorized and, upon completion of the Organizational Restructuring as described in the Registration Statement and Prospectus, will be validly issued, fully paid, and non-assessable when issued as contemplated by the Transfer Agreements and shall not be subject to any preemptive or similar rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to the conversion of the Company's outstanding 6.75% convertible subordinated debentures, the Company's employee benefit plans, plans described or referred to in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in and existing on the Registration Statement, the Time date of Sale Prospectus and the Prospectus). The Shares shares of Common Stock (including the Offered Shares, when issued pursuant to the terms of this Agreement) conform, conform in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares shares of Common Stock (including the shares of Common Stock owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Shares was shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectusor such rights as have been duly waived in writing. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than shares of Common Stock issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under as of the caption “Capitalization” dates referred to therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantsconversion rights, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Shares (share capital of the Company, including the Offered Placement Shares, when issued pursuant to the terms of this Agreement) conform, conforms in all material respects, respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None Except as described in the Registration Statement and the Prospectus, none of the outstanding Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Common Shares conform to the law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly presents, in all material respects, presents the information required to be shown with respect to such plans, arrangements, options and rights.