Common use of Valid Issuance of Securities Clause in Contracts

Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA LATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a the Contributor. Assuming the accuracy of the representations of the Contributors Contributor in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA LATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA LATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a the Contributor. Assuming the accuracy of the representations of the Contributors Contributor in Article III of this Agreement, the shares of ATA LATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA LATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA LATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA LATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA LATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA LATA or the Purchaser.

Valid Issuance of Securities. The Securitiesissuance of the Note is duly authorized and, when issued, sold and delivered upon issuance in accordance with the terms and for the consideration set forth in of this Agreement, will be validly issued, fully paid and nonassessable non-assessable and free from all preemptive or similar rights, taxes, liens, charges and other encumbrances with respect to the issue thereof. The Company shall have reserved from its duly authorized capital stock not less than 150% of the maximum number of Conversion Shares issuable upon conversion of the Note and without taking into account any limitations on the conversion of the Note set forth therein. The Conversion Shares, upon conversion in accordance with the Note, when issued, will be validly issued, fully paid and non-assessable and free from all Liens preemptive or similar rights, taxes, liens, charges and restrictions on transfer other than restrictions on transfer under encumbrances with respect to the ATA Organizational Documentsissue thereof, with the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by holders being entitled to all rights accorded to a Contributorholder of Common Shares. Assuming the accuracy of the representations of the Contributors Holder in Article III II of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws and shall be freely tradable and transferable on the books and records of the Company without restriction and without any restrictive legends. The offer and issuance of the Securities is exempt from registration under the Securities Act pursuant to the exemption provided by Section 3(a)(9) thereof and is exempt under any applicable state securities or “blue sky” laws. None of the Company, its Subsidiaries, any of their affiliates, or any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of any of Securities under the Securities Act or cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act or any applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated. None of the Company, its Subsidiaries, their affiliates or any person acting on their behalf will take any action or steps referred to in the preceding sentence that would require registration of any of Securities under the Securities Act or cause the offering of the Securities to be integrated with other offerings. The shares Company has a sufficient number of ATA authorized and unissued Common Stock issuable upon Shares to consummate the Exchange and to enable the full conversion of the OP Units pursuant to Note. “Subsidiaries” means any Person in which the OP Agreement have been duly reserved for issuanceCompany, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and upon issuance in accordance with the terms each of the OP Agreementforegoing, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by is individually referred to herein as a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser“Subsidiary.”

Valid Issuance of Securities. The SecuritiesPreferred Stock, the Warrants and the Warrant Certificates that are being issued to the Purchasers hereunder, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable nonassessable, free from all transfer or similar taxes, liens and charges and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP this Agreement and applicable federal and state securities laws, and, subject to the Registration truth and accuracy of the Purchasers' representations set forth in Section 3, will be issued in compliance with all applicable federal and state securities laws and, except as may be set forth in this Agreement or in the Investor Rights Agreement, will be free from all preemptive rights, rights of first refusal or similar rights of other equity holders of the Company. The Preferred Stock, when issued, sold and delivered in accordance with the terms hereof and for the consideration expressed herein, will be entitled to all the rights and benefits set forth in the Certificate of Designation. The Warrant Shares (when and if issued upon exercise of the Warrants in accordance with the terms hereof) will be duly and validly issued, fully paid and nonassessable, and will be free from all transfer or similar taxes (other than income taxes that may be imposed upon the holder thereof), liens, and charges and free of restrictions on transfer other than restrictions on transfer under this Agreement and applicable federal and state securities laws, and, subject to the truth and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the Purchasers' representations of the Contributors set forth in Article III of this AgreementSection 3, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of , and, except as may be set forth in this Agreement or in the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Investor Rights Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with from all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder other equity-holders of ATA or the PurchaserCompany.

Valid Issuance of Securities. The SecuritiesSecurities are being issued to the Purchasers hereunder, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable issued and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documentsthis Agreement, the OP Agreement Investors' Rights and the Registration Rights Agreement, Designations Agreements applicable state and federal securities laws laws. The Stock that may be issued to the Purchasers upon conversion of the Convertible Preferred Stock en duly and Liens created by or imposed by a Contributorvalidly reserved for issuance and, when issued and delivered in accordance with the terms thereof, will be duly and validly issued and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights and applicable state and federal securities laws. Assuming the accuracy of Based in part upon the representations of the Contributors Purchasers in Article III this Agreement and subject to the provisions of this AgreementSection 2.6 below, the Securities will be issued in compliance with all applicable federal and state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Stock or Royal to any person or persons so as to bring the sale of such Stock or Royal the Company within the registration provisions of the Securities Act or any state securities laws. Except as set forth in Section 2.6, no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Stock, the Royal or Securities, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The shares of ATA Common Stock issuable when and if issued upon conversion of the OP Units pursuant to the OP Agreement have Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, designations and Investors Rights will be duly and validly issued, fully paid and nonassessable non assessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights this Agreement, the Investors' Rights and Designations and applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

Valid Issuance of Securities. The SecuritiesSeries BB Preferred Stock that is being issued to the Purchasers hereunder and the Series BB Preferred Stock to be issued to the Purchasers upon exercise of the Warrants, when issued, sold and delivered in accordance with the terms and hereof or thereof for the consideration set forth in this Agreementexpressed herein or therein, will be duly and validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities Stockholders Agreement, and applicable federal and state securities laws and will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have Series BB Preferred Stock purchased hereunder has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the OP AgreementFifth Articles, will against payment received therefor, shall be duly and validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights this Agreement, the Stockholders Agreement and applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities doNeither the issuance, and sale or delivery of the shares Series BB Preferred Stock nor the issuance or delivery of ATA the Common Stock issuable upon conversion of the OP Units will upon Series BB Preferred Stock nor the issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 delivery of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Series BB Preferred Stock will be subject to personal liability by reason of being such a holder. The issuance upon exercise of the OP Units and the shares of ATA Common Stock Warrants is not subject to any statutory preemptive right of the stockholders of the Company with which the Company has not complied or contractual preemptive rights, resale rights, rights which has not been properly waived or to any right of first refusal or other similar rights right in favor of any securityholder of ATA individual or the Purchaserentity.

Valid Issuance of Securities. The Securities, when When issued, sold and delivered at the First Closing or the Second Closing, as applicable, in accordance with the terms and hereof for the consideration set forth First Tranche Aggregate Purchase Price or the Second Tranche Purchase Price, as applicable, the First Tranche Shares or the Second Tranche Shares, as applicable, shall be duly authorized, validly issued, fully paid and nonassessable, free from any Liens, encumbrances or restrictions on transfer, including preemptive rights, rights of first refusal or other similar rights, other than as arising pursuant to the Transaction Agreements, as a result of any action by the Investor or under federal or state securities Laws. The Conversion Shares, when issued in this Agreementaccordance with the terms hereof and the Organizational Documents, will be validly issued, fully paid and nonassessable and nonassessable, free of all Liens and from any liens, encumbrances or restrictions on transfer other than restrictions on transfer under the ATA Organizational Documentstransfer, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual including preemptive rights, resale rights, rights of first refusal or other similar rights rights, other than as arising pursuant to the Transaction Agreements, as a result of any securityholder action by the Investor or under federal or state securities Laws. The Company has reserved from its duly authorized capital stock the maximum number of ATA shares of Common Stock issuable pursuant to this Agreement, including the maximum number of Conversion Shares issuable upon the conversion of the First Tranche Shares. At the time the Registration Statement and any amendments thereto became effective and at the First Closing Date and the Second Closing Date, the Registration Statement and any amendments thereto or supplements thereto will conform in all material respects to the Purchaserrequirements of the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments or supplements thereto, including without limitation, the prospectus supplement, at the time the Prospectus or any amendment or supplement thereto when issued in connection with the issuance of the Conversion Shares and at the Second Closing Date, will conform in all material respects to the requirements of the Securities Act and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company at the time of the filing of the Registration Statement will be eligible to use Form S-3. The Company will be eligible to use Form S-3 under the Securities Act and it meets the transaction requirements of General Instruction I.B.1 of Form S-3.

Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III 3 of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III 3 of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

Valid Issuance of Securities. The SecuritiesStock that is being ---------------------------- issued to the Stock Purchasers hereunder, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documentsthis Agreement, the OP Investors' Rights Agreement and the Registration Rights Agreement, applicable state and federal securities laws laws. The Notes that are being issued to the Note Purchasers hereunder, when issued, sold and Liens created by or imposed by a Contributordelivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Notes, the Investors' Rights Agreement and applicable state and federal securities laws. Assuming The Stock that may be issued to the accuracy Note Purchasers upon conversion of the Notes, when issued and delivered in accordance with the terms thereof, will be duly and validly issued and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities laws. Based in part upon the representations of the Contributors Purchasers in Article III this Agreement and subject to the provisions of this AgreementSection 2.6 below, the Securities Stock and the Notes will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the OP AgreementRestated Certificate, will be duly and validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights this Agreement, the Investors' Rights Agreement and applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.

Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have been duly reserved for issuance, and upon issuance in accordance with the terms of the OP Agreement, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder security holder of ATA or the Purchaser.

Valid Issuance of Securities. The Securities, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement and the Registration Rights AgreementTransaction Agreements, applicable state and federal securities laws and Liens liens or encumbrances created by or imposed by a Contributorthe Purchaser. Assuming the accuracy of the representations of the Contributors Purchaser in Article III Section ARTICLE 3 of this AgreementAgreement and subject to the filings described in Section 2.6(ii) below, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have Preferred Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the OP AgreementCertificate of Designations, will be validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights AgreementTransaction Agreements, applicable federal and state securities laws and Liens liens or encumbrances created by or imposed by a Contributorthe Purchaser. Assuming the accuracy of Based in part upon the representations of the Contributors Purchaser in Article III Section ARTICLE 3 of this Agreement, and subject to Section 2.6 below, the shares of ATA Common Stock issuable upon conversion of the OP Units Preferred Shares will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion exercise of the OP Units will Warrant has been duly reserved for issuance, and upon issuance thereofin accordance with the terms of the Warrant, conform will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by the Purchaser. Based in all material respects part upon the representations of the Purchaser in Section ARTICLE 3 of this Agreement, and subject to all statements relating thereto contained in Section 2.6 below, the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or issuable upon exercise of the Warrant will be upon issuance thereof, issued in due compliance with all applicable federal and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaserstate securities laws.

Valid Issuance of Securities. The SecuritiesStock, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, the OP Agreement Agreements and the Registration Rights Agreement, applicable state and federal securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the Securities will be issued in compliance with all applicable federal and state securities laws. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement Conversion Shares have been duly and validly authorized and reserved for issuanceissuance (and, except as is set forth in Section 6.5 hereof with respect to the Conversion Shares, no further corporate or other action is required for the issuance of the Stock or the Conversion Shares contemplated by this Agreement), and upon issuance in accordance with the terms of the OP AgreementAmended Certificate, will shall be duly and validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, Agreements and the Registration Rights Agreement, applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, Warrant Shares have been duly and validly authorized and reserved for issuance (and no further corporate or other action is required for the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units Warrant Shares contemplated by this Agreement), and upon issuance in accordance with the terms of the Warrant, shall be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and the shares Warrant and applicable federal and state securities laws. The Stock and the Conversion Shares, when issued in compliance with the provisions of ATA Common Stock is not this Agreement and the Amended Certificate, will be free of any liens or encumbrances. The Warrant Shares, when issued in compliance with the provisions of this Agreement and the Warrant, will be free of any liens or encumbrances. Except as otherwise contemplated by this Agreement, neither the Stock, the Conversion Shares nor the Warrant Shares are subject to any statutory preemptive rights or contractual preemptive rights, resale rights, rights of first refusal except as have been waived or other similar rights of any securityholder of ATA or the Purchasersatisfied.

Valid Issuance of Securities. The SecuritiesNotes that are being issued to the Purchasers hereunder, when issued, sold and delivered in accordance with the terms and hereof for the consideration set forth in this Agreementexpressed herein, will be duly and validly issued, fully paid and nonassessable issued and free of all Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documentsthis Agreement, the OP Notes, the Investors' Rights Agreement and the Registration Rights Agreement, applicable state and federal securities laws laws. The Stock that may be issued to the Purchasers upon conversion of the Notes has been duly and Liens created by or imposed by a Contributorvalidly reserved for issuance and, when issued and delivered in accordance with the terms thereof, will be duly and validly issued and free of restrictions on transfer other than restrictions on transfer under this Agreement, the Investors' Rights Agreement and applicable state and federal securities laws. Assuming the accuracy of Based in part upon the representations of the Contributors Purchasers in Article III this Agreement and subject to the provisions of this AgreementSection 2.6 below, the Securities will be issued in compliance with all applicable federal and state securities laws. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Stock or the Notes to any person or persons so as to bring the sale of such Stock or Notes by the Company within the registration provisions of the Securities Act or any state securities laws. Except as set forth in Section 2.6, no governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the issuance of the Stock, the Notes or Securities, except such as has been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, as will be filed in a timely manner. The shares of ATA Common Stock issuable upon conversion of the OP Units pursuant to the OP Agreement have Stock has been duly and validly reserved for issuance, and upon issuance in accordance with the terms of the OP AgreementRestated Certificate, will be duly and validly issued, fully paid and nonassessable and free of Liens and restrictions on transfer other than restrictions on transfer under the ATA Organizational Documents, and the Registration Rights this Agreement, the Investors' Rights Agreement and applicable federal and state securities laws and Liens created by or imposed by a Contributor. Assuming the accuracy of the representations of the Contributors in Article III of this Agreement, the shares of ATA Common Stock issuable upon conversion of the OP Units will be issued in compliance with all applicable federal and state securities laws. The Securities do, and the shares of ATA Common Stock issuable upon conversion of the OP Units will upon issuance thereof, conform in all material respects to all statements relating thereto contained in the SEC Reports and such description does and will conform in all material respects to the rights set forth in the instruments defining the same. Any certificates representing the OP Units or the shares of ATA Common Stock are, or will be upon issuance thereof, in due and proper form. No holder of OP Units (except to the extent set forth in Section 50-73-24 of the Virginia Uniform Limited Partnership Act) or of shares of ATA Common Stock will be subject to personal liability by reason of being such a holder. The issuance of the OP Units and the shares of ATA Common Stock is not subject to any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights of any securityholder of ATA or the Purchaser.