Common use of 2Capitalization Clause in Contracts

2Capitalization. (a) The authorized stock of the Company consists of 500,000,000 shares of common stock, $0.01 par value per share (the “Company Shares”), and 100,000,000 shares of preferred stock, $0.01 par value per share, of the Company, of which 300,000 shares are classified and designated as Series A Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Shares”), and of which 3,750,000 shares are classified and designated as 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Company Series B Preferred Shares”). As of July 27, 2020 (the “Capitalization Date”), (i) 23,263,130 Company Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights (such number includes 150,836 Company Shares that are unvested outstanding Company Restricted Stock Awards), 139,875 Company Series A Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights, and 1,571,734 Company Series B Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, ​ ​ ​ and free of preemptive rights, rights of repurchase, rights of participation or any similar rights and (ii) no Company Shares, Company Series A Preferred Shares or Company Series B Preferred Shares were reserved for issuance, except for (A) an aggregate of 123,603 Company Shares reserved and available for issuance under the Company Equity Plan, which is exclusive of the 62,486 Company Shares that may be issued pursuant to outstanding Company Performance Award Units, and (B) $80,910,000 remaining to be issued under the Company’s “at-the-market” program. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, none of the outstanding Company Shares are subject to any right of first refusal in favor of any of the Company or the Company Subsidiaries. (b) All Company Shares to be issued pursuant to any Company Restricted Stock Award will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, right of repurchase, right of participation or any similar right. Section 4.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Restricted Stock Award and Company Performance Award Unit outstanding as of the Capitalization Date: (i) the name of the holder of such Company Restricted Stock Award or Company Performance Award Unit; (ii) the number of Company Shares subject to such Company Restricted Stock Award held by such holder; (iii) the date on which such Company Restricted Stock Award or Company Performance Award Unit was granted; and (iv) the extent to which such Company Restricted Stock Award or Company Performance Award Unit is vested and/or non-forfeitable, as of the Capitalization Date, and the times and extent to which such Company Restricted Stock Award or Company Performance Award Unit (assuming target level and maximum performance to the extent applicable) is scheduled to become vested and/or non-forfeitable thereafter. (c) As of the date hereof, except as provided in Section 4.2(a) or Section 4.2(b), there are no (i) outstanding securities of the Company or any Company Subsidiary convertible into or exchangeable for one or more shares of stock of, or other equity or voting interests in, the Company or any Company Subsidiary, (ii) options, warrants or other rights or securities issued or granted by the Company or any Company Subsidiary relating to or based on the value of the equity securities of the Company or any Company Subsidiary, (iii) Contracts that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire, sell, redeem, exchange or convert any stock of, or other equity interests in, the Company or any Company Subsidiary, or (iv) outstanding restricted shares, restricted share units, share appreciation rights, performance shares, performance units, deferred share units, contingent value rights, “phantom” shares or similar rights issued or granted by the Company or any Company Subsidiary that are linked to the value of the Company Shares. Since the close of business on the Capitalization Date through the date hereof, no Company Shares, Company Restricted Stock Awards, Company Performance Award Units or other equity securities of the Company or the Company Subsidiaries have been issued or granted (other than the issuance of shares in respect of Company Restricted Stock Awards outstanding prior to the Capitalization Date). The Company does not have a stockholder rights plan in place. The Company has not exempted any Person from the “Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or “Excepted Holder Limit” remains in effect. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries having the right to vote on any matters on which holders of stock or other equity interests of the Company or any of the Company Subsidiaries may vote. None of the Company Subsidiaries owns any Company Shares. ​ ​ ​ (d) Except as provided in Section 4.2(f), the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the Organizational Documents of the Company or any Company Subsidiary, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Except (i) pursuant to the Company Charter, (ii) pursuant to the Operating Company LLC Agreement and (iii) for equity securities and other instruments (including loans) in wholly-owned Company Subsidiaries, neither the Company nor any Company Subsidiary has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a loan, capital contribution or similar transaction) in, any other Person (including any Company Subsidiary). (e) Except for transfer restrictions in the Organizational Documents of the Company or any Company Subsidiary, neither the Company nor any of the Company Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries. To the Company’s knowledge, there are no third party agreements or understandings with respect to the voting of any such shares of capital stock or voting securities or equity interests. (f) The Company is the sole managing member of the Operating Company. As of the Capitalization Date, (i) 25,650,065 Operating Company Units, (ii) 139,875 Company Series A Preferred Units and (iii) 1,571,734 Company Series B Preferred Units, in each case were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights. Section 4.2(f) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the Operating Company Units, the number and type of such Operating Company Units held. As of the date hereof, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Operating Company to issue, transfer or sell any limited liability company interests in the Operating Company or any securities convertible into or exchangeable for any partnership interests in the Operating Company. There are no outstanding contractual obligations of the Operating Company to issue, repurchase, redeem or otherwise acquire any limited liability company interests in the Operating Company or any other securities convertible into or exchangeable for any partnership interest in the Operating Company. (g) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of the Company and the Company Subsidiaries in excess of $250,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.2(g) of the Company Disclosure Letter.

2Capitalization. ​ (a) The authorized stock capital of the Company consists consists, immediately prior to the Initial Closing, of: ​ (i) An unlimited number of 500,000,000 Common Shares, with 7,195,529 Common Shares issued and outstanding immediately prior to the Initial Closing. All of the outstanding Common Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal, provincial, state and local laws and regulations in the United States and Canada (hereinafter “Applicable Securities Laws”). ​ (ii) An unlimited number of preferred shares of common stock, $0.01 par value per share (the “Company Shares”), and 100,000,000 shares of preferred stock, $0.01 par value per share, of the Company, of which 300,000 shares are classified and designated as Series A Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Shares”), and issuable in series, which includes 70,000,000 Series 1 Preferred Shares, 70,000,000 of which 3,750,000 shares are classified issued and designated as 7.00% Series B Cumulative Redeemable Perpetual Preferred Stockoutstanding immediately prior to the Initial Closing. ​ (b) The Company has reserved 1,019,835 Common Shares for issuance to officers, $0.01 par value per share directors, employees and consultants of the Company pursuant to its stock option plan (the “Company Series B Preferred SharesStock Option Plan”). As Said Stock Option Plan was duly adopted by the Board and approved by the Company shareholders. Of such reserved Common Shares, stock options to purchase 834,691 Common Shares have been granted and are currently outstanding. ​ (c) The Company has reserved 16,666 Common Shares for issuance to officers, directors, employees and consultants of July 27, 2020 the Company pursuant to its deferred share unit plan (the “Capitalization DateDSU Plan”). Said DSU Plan was duly adopted by the Board and approved by the Company shareholders. Of such reserved Common Shares, deferred share units to purchase 1,061 Common Shares have been granted and are currently outstanding. ​ (id) 23,263,130 Section 2.2(d) of the Disclosure Schedule sets forth the capitalization of the Company Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights (such number includes 150,836 Company Shares that are unvested outstanding Company Restricted Stock Awardsimmediately following a Subsequent Closing(s), 139,875 Company Series A Preferred which assumes the issuance of Common Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights, and 1,571,734 Company Series B Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, ​ ​ ​ and free of preemptive rights, rights of repurchase, rights of participation or any similar rights and (ii) no Company Shares, Company Series A Preferred Shares or Company Series B Preferred Shares were reserved in consideration for issuance, except for (A) an aggregate of 123,603 Company Shares reserved and available for issuance under the Company Equity Plan, which is exclusive of the 62,486 Company Shares that may be issued pursuant to outstanding Company Performance Award Units, and (B) $80,910,000 remaining to be issued under the Company’s “at-the-market” programMaximum Amount. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, none of the outstanding Company Shares are subject to any right of first refusal in favor of any of the Company or the Company Subsidiaries. (b) All Company Shares to be issued pursuant to any Company Restricted Stock Award will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, right of repurchase, right of participation or any similar right. Section 4.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Restricted Stock Award and Company Performance Award Unit outstanding as of the Capitalization Date: (i) the name of the holder of such Company Restricted Stock Award or Company Performance Award Unit; (ii) the number of Company Shares subject to such Company Restricted Stock Award held by such holder; (iii) the date on which such Company Restricted Stock Award or Company Performance Award Unit was granted; and (iv) the extent to which such Company Restricted Stock Award or Company Performance Award Unit is vested and/or non-forfeitable, as of the Capitalization Date, and the times and extent to which such Company Restricted Stock Award or Company Performance Award Unit (assuming target level and maximum performance to the extent applicable) is scheduled to become vested and/or non-forfeitable thereafter. (c) As of the date hereof, except as provided in Section 4.2(a) or Section 4.2(b)Schedule, there are no (i) outstanding securities of the Company or any Company Subsidiary convertible into or exchangeable for one or more shares of stock of, or other equity or voting interests in, the Company or any Company Subsidiary, (ii) options, warrants or other rights or securities issued or granted by the Company or any Company Subsidiary relating to or based on the value of the equity securities of the Company or any Company Subsidiary, (iii) Contracts that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire, sell, redeem, exchange or convert any stock of, or other equity interests in, the Company or any Company Subsidiary, or (iv) outstanding restricted shares, restricted share units, share appreciation rights, performance shares, performance units, deferred share units, contingent value rights, “phantom” shares or similar rights issued or granted by the Company or any Company Subsidiary that are linked to the value of the Company Shares. Since the close of business on the Capitalization Date through the date hereof, no Company Shares, Company Restricted Stock Awards, Company Performance Award Units or other equity securities of the Company or the Company Subsidiaries have been issued or granted (other than the issuance of shares in respect of Company Restricted Stock Awards outstanding prior to the Capitalization Date). The Company does not have a stockholder rights plan in place. The Company has not exempted any Person from the “Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or “Excepted Holder Limit” remains in effect. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries having the right to vote on any matters on which holders of stock or other equity interests of the Company or any of the Company Subsidiaries may vote. None of the Company Subsidiaries owns any Company Shares. ​ ​ ​ (d) Except as provided in Section 4.2(f), the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the Organizational Documents of the Company or any Company Subsidiary, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Except (i) pursuant to the Company Charter, (ii) pursuant to the Operating Company LLC Agreement and (iii) for equity securities and other instruments (including loans) in wholly-owned Company Subsidiaries, neither the Company nor any Company Subsidiary has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a loan, capital contribution or similar transaction) in, any other Person (including any Company Subsidiary). (e) Except for transfer restrictions in the Organizational Documents of the Company or any Company Subsidiary, neither the Company nor any of the Company Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries. To the Company’s knowledge, there are no third party agreements or understandings with respect to the voting of any such shares of capital stock or voting securities or equity interests. (f) The Company is the sole managing member of the Operating Company. As of the Capitalization Date, (i) 25,650,065 Operating Company Units, (ii) 139,875 Company Series A Preferred Units and (iii) 1,571,734 Company Series B Preferred Units, in each case were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights. Section 4.2(f) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the Operating Company Units, the number and type of such Operating Company Units held. As of the date hereof, there are no existing options, warrants, callsrights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, subscriptionsorally or in writing, convertible securities, to purchase or other rights, agreements acquire from the Company any Common Shares or commitments which obligate the Operating Company to issue, transfer or sell any limited liability company interests in the Operating Company Preferred Shares or any securities convertible into or exchangeable for any partnership interests Common Shares or Preferred Shares. ​ (e) Except as disclosed in the Operating Company. There are Memorandum, no holder of outstanding contractual obligations securities of the Operating Company to issue, repurchase, redeem or otherwise acquire any limited liability company interests in the Operating Company or the Subsidiary will be entitled to any pre-emptive or any similar rights to subscribe for any of the Common Shares or other securities of the Company or the Subsidiary, and no rights, warrants or options to acquire, or instruments convertible into or exchangeable for for, any partnership interest shares in the Operating Company. (g) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money capital of the Company and or the Company Subsidiaries in excess of $250,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.2(g) of the Company Disclosure LetterSubsidiary are outstanding.

2Capitalization. (a) The authorized stock capital of the Company consists consists, immediately prior to the Closing, of: (i) An unlimited number of 500,000,000 Common Shares, with 18,961,116 Common Shares issued and outstanding immediately prior to the Closing. All of the outstanding Common Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all Applicable Securities Laws (as herein defined). (ii) An unlimited number of preferred shares of common stock, $0.01 par value per share (the “Company Shares”), and 100,000,000 shares of preferred stock, $0.01 par value per share, of the Company, of which 300,000 shares are classified and designated as Series A Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Shares”), and issuable in series, which includes 70,000,000 Series 1 Preferred Shares, none of which 3,750,000 shares are classified issued and designated as 7.00% outstanding immediately prior to the Closing and an unlimited number of Series B Cumulative Redeemable Perpetual 2 Preferred Stock, $0.01 par value per share Shares (the “Company Series B 2 Preferred Shares”). As , 1,166,667 are issued and outstanding immediately prior to the Closing which are convertible into Common Shares in accordance with their terms. (b) The Company has reserved 3,792,223 Common Shares for issuance to officers, directors, employees and consultants of July 27, 2020 the Company pursuant to its stock option plan (the “Capitalization DateStock Option Plan”). Said Stock Option Plan was duly adopted by the Board and approved by the Company shareholders. Of such reserved Common Shares, stock options to purchase 1,152,597 Common Shares have been granted and are currently outstanding. ​ ​ (c) The Company has reserved 1,000,000 Common Shares for issuance to officers, directors, employees and consultants of the Company pursuant to its deferred share unit plan (the “DSU Plan”). Said DSU Plan was duly adopted by the Board and approved by the Company shareholders. Of such reserved Common Shares, deferred share units to purchase 1,061 Common Shares have been granted and are currently outstanding. (d) Section 2.2(d) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Closing, which assumes: (i) 23,263,130 Company the issuance of Common Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights (such number includes 150,836 Company Shares that are unvested outstanding Company Restricted Stock Awards), 139,875 Company Series A Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights, and 1,571,734 Company Series B Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, ​ ​ ​ and free of preemptive rights, rights of repurchase, rights of participation or any similar rights in consideration for the Offering Amount; and (ii) no Company the conversion of the 1,166,667 Series 2 Preferred Shares into 1,166,667 Common Shares, Company Series A Preferred Shares or Company Series B Preferred Shares were reserved for issuance, except for (A) an aggregate of 123,603 Company Shares reserved and available for issuance assuming the full Offering Amount is raised under the Company Equity Plan, which is exclusive of the 62,486 Company Shares that may be issued pursuant to outstanding Company Performance Award Units, and (B) $80,910,000 remaining to be issued under the Company’s “at-the-market” programOffering. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, none of the outstanding Company Shares are subject to any right of first refusal in favor of any of the Company or the Company Subsidiaries. (b) All Company Shares to be issued pursuant to any Company Restricted Stock Award will be, when issued, duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, right of repurchase, right of participation or any similar right. Section 4.2(b) of the Company Disclosure Letter sets forth the following information with respect to each Company Restricted Stock Award and Company Performance Award Unit outstanding as of the Capitalization Date: (i) the name of the holder of such Company Restricted Stock Award or Company Performance Award Unit; (ii) the number of Company Shares subject to such Company Restricted Stock Award held by such holder; (iii) the date on which such Company Restricted Stock Award or Company Performance Award Unit was granted; and (iv) the extent to which such Company Restricted Stock Award or Company Performance Award Unit is vested and/or non-forfeitable, as of the Capitalization Date, and the times and extent to which such Company Restricted Stock Award or Company Performance Award Unit (assuming target level and maximum performance to the extent applicable) is scheduled to become vested and/or non-forfeitable thereafter. (c) As of the date hereof, except as provided in Section 4.2(a) or Section 4.2(b)Schedule, there are no (i) outstanding securities of the Company or any Company Subsidiary convertible into or exchangeable for one or more shares of stock of, or other equity or voting interests in, the Company or any Company Subsidiary, (ii) options, warrants or other rights or securities issued or granted by the Company or any Company Subsidiary relating to or based on the value of the equity securities of the Company or any Company Subsidiary, (iii) Contracts that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire, sell, redeem, exchange or convert any stock of, or other equity interests in, the Company or any Company Subsidiary, or (iv) outstanding restricted shares, restricted share units, share appreciation rights, performance shares, performance units, deferred share units, contingent value rights, “phantom” shares or similar rights issued or granted by the Company or any Company Subsidiary that are linked to the value of the Company Shares. Since the close of business on the Capitalization Date through the date hereof, no Company Shares, Company Restricted Stock Awards, Company Performance Award Units or other equity securities of the Company or the Company Subsidiaries have been issued or granted (other than the issuance of shares in respect of Company Restricted Stock Awards outstanding prior to the Capitalization Date). The Company does not have a stockholder rights plan in place. The Company has not exempted any Person from the “Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or “Excepted Holder Limit” remains in effect. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries having the right to vote on any matters on which holders of stock or other equity interests of the Company or any of the Company Subsidiaries may vote. None of the Company Subsidiaries owns any Company Shares. ​ ​ ​ (d) Except as provided in Section 4.2(f), the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the Organizational Documents of the Company or any Company Subsidiary, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Except (i) pursuant to the Company Charter, (ii) pursuant to the Operating Company LLC Agreement and (iii) for equity securities and other instruments (including loans) in wholly-owned Company Subsidiaries, neither the Company nor any Company Subsidiary has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a loan, capital contribution or similar transaction) in, any other Person (including any Company Subsidiary). (e) Except for transfer restrictions in the Organizational Documents of the Company or any Company Subsidiary, neither the Company nor any of the Company Subsidiaries is a party to any Contract with respect to the voting of, that restricts the transfer of or that provides registration rights in respect of, any shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries. To the Company’s knowledge, there are no third party agreements or understandings with respect to the voting of any such shares of capital stock or voting securities or equity interests. (f) The Company is the sole managing member of the Operating Company. As of the Capitalization Date, (i) 25,650,065 Operating Company Units, (ii) 139,875 Company Series A Preferred Units and (iii) 1,571,734 Company Series B Preferred Units, in each case were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights. Section 4.2(f) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the Operating Company Units, the number and type of such Operating Company Units held. As of the date hereof, there are no existing options, warrants, callsrights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, subscriptionsorally or in writing, convertible securities, to purchase or other rights, agreements acquire from the Company any Common Shares or commitments which obligate the Operating Company to issue, transfer or sell any limited liability company interests in the Operating Company Preferred Shares or any securities convertible into or exchangeable for any partnership interests in the Operating Company. There are Common Shares or Preferred Shares. (e) Other than holders of Series 2 Preferred Shares, no holder of outstanding contractual obligations securities of the Operating Company to issue, repurchase, redeem or otherwise acquire any limited liability company interests in the Operating Company or the Subsidiary will be entitled to any preemptive or any similar rights to subscribe for any of the Common Shares or other securities of the Company or the Subsidiary, and other than the Series 2 Preferred Shares, there no rights, warrants or options to acquire, or instruments convertible into or exchangeable for for, any partnership interest shares in the Operating Company. (g) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money capital of the Company and or the Company Subsidiaries in excess of $250,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.2(g) of the Company Disclosure LetterSubsidiary are outstanding.

2Capitalization. (a) The authorized capital stock of the Company consists of 500,000,000 consists, or will consist, immediately prior to the Note Closing and the Initial Closing, of: (i) 171,080,555 shares of common stock, $0.01 par value per share (the “Company Shares”), and 100,000,000 shares of preferred stock, $0.01 par value per share, of the CompanyPreferred Stock, of which 300,000 19,687,500 shares are classified and have been designated as Series A Preferred Stock, $0.01 par value per share (the “Company Series A Preferred Shares”), and 19,687,500 of which 3,750,000 are issued and outstanding prior to the Initial Closing, 37,252,051 shares are classified and have been designated as 7.00% Series B Cumulative Redeemable Perpetual Preferred Stock, $0.01 par value per share (the “Company Series B Preferred Shares”). As 37,252,051 of July 27, 2020 (the “Capitalization Date”), (i) 23,263,130 Company Shares were which are issued and outstandingoutstanding prior to the Initial Closing, all 2,209,991 shares have been designated Series C Preferred Stock, 2,038,643 of which were duly authorizedare issued and outstanding prior to the Initial Closing, validly issued23,411,503 shares have been designated Series D Preferred Stock, fully paid 23,411,503 of which are issued and nonassessableoutstanding prior to the Initial Closing, 650,000 shares have been designated Series R Preferred Stock, 620,880 of which are issued and outstanding prior to the Initial Closing, 24,483,290 shares have been designated Series E Preferred Stock, 24,483,290 of which are issued and outstanding prior to the Initial Closing, and free 63,386,220 shares have been designated Series F Preferred Stock, none of preemptive rights, rights of repurchase, rights of participation or any similar rights (such number includes 150,836 Company Shares that which are unvested outstanding Company Restricted Stock Awards), 139,875 Company Series A Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights, and 1,571,734 Company Series B Preferred Shares were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, ​ ​ ​ and free of preemptive rights, rights of repurchase, rights of participation or any similar rights and outstanding prior to the Initial Closing; (ii) no Company Shares232,000,000 shares of Common Stock, Company Series A Preferred Shares or Company Series B Preferred Shares were reserved for issuance20,347,593 shares of which are issued and outstanding immediately prior to the Initial Closing; and (iii) 17,000,000 shares of Non-Voting Common Stock, except for (A) an aggregate 5,238 shares of 123,603 Company Shares reserved which are issued and available for issuance under outstanding immediately prior to the Company Equity Plan, which is exclusive of the 62,486 Company Shares that may be issued pursuant to outstanding Company Performance Award Units, and (B) $80,910,000 remaining to be issued under the Company’s “at-the-market” program. Except as set forth in Section 4.2(a) of the Company Disclosure Letter, none of the outstanding Company Shares are subject to any right of first refusal in favor of any of the Company or the Company SubsidiariesInitial Closing. (b) The rights, preferences and privileges of the Preferred Stock are as stated in the Restated Certificate. All Company Shares to be issued pursuant to any Company Restricted of the outstanding shares of Preferred Stock Award will be, when issued, and Common Stock have been duly authorized, validly issued, are fully paid and nonassessable, nonassessable and free of preemptive rights, right of repurchase, right of participation or any similar right. Section 4.2(b) of the Company Disclosure Letter sets forth the following information were issued in compliance with respect to each Company Restricted Stock Award all applicable federal and Company Performance Award Unit outstanding as of the Capitalization Date: (i) the name of the holder of such Company Restricted Stock Award or Company Performance Award Unit; (ii) the number of Company Shares subject to such Company Restricted Stock Award held by such holder; (iii) the date on which such Company Restricted Stock Award or Company Performance Award Unit was granted; and (iv) the extent to which such Company Restricted Stock Award or Company Performance Award Unit is vested and/or non-forfeitable, as of the Capitalization Date, and the times and extent to which such Company Restricted Stock Award or Company Performance Award Unit (assuming target level and maximum performance to the extent applicable) is scheduled to become vested and/or non-forfeitable thereafterstate securities laws. (c) As The Company has reserved 21,083,430 shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its 2011 Stock Plan duly adopted by the Board of Directors and approved by the Company’s holders of outstanding voting stock (the “Stock Plan”). Of such reserved shares of Common Stock, 7,168,745 shares have been issued pursuant to restricted stock purchase agreements or the exercise of Stock Options, options to purchase 10,521,238 shares of Common Stock have been granted and are outstanding, and 3,393,447 shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. All Stock Options have been appropriately authorized by the board of directors of the Company or an appropriate committee thereof, and, if required, approved by stockholders by the necessary number of votes or written consent, including approval of the option exercise price or the methodology for determining the Stock Option exercise price and the substantive option terms. Each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Code so qualifies, to the maximum extent permitted by applicable Law. No Stock Option has been retroactively granted, or the exercise price of any Stock Option determined retroactively. No Stock Option or other right to acquire Common Stock of the Company or other equity of any Person employed by the Company (A) has an exercise price that is or could be less than the fair market value of a share of the underlying stock as of the date hereofsuch Stock Option or right was granted as determined in accordance with Section 409A of the Code, (B) had or has any feature providing for the deferral of compensation other than the deferral of recognition of income until the later of (x) exercise or disposition of such Stock Option or right or (y) the time the stock acquired pursuant to the exercise of the Stock Option or right first becomes substantially vested, or (C) has been granted with respect to any class of stock of any Person employed by the Company that is not “service recipient stock” (within the meaning of Section 409A of the Code), in the case of (A) in this sentence, that would result in a Material Adverse Effect on the Company. (d) Except for the conversion privileges of the Preferred Stock and the outstanding options issued pursuant to the Stock Plan, and except as provided set forth in Section 4.2(a) or Section 4.2(bthe Investors’ Rights Agreement (as defined below), there are no outstanding options, warrants, rights (iincluding conversion or preemptive rights and rights of first refusal or similar rights) outstanding securities of or agreements, orally or in writing, for the purchase or acquisition from the Company or of any Company Subsidiary convertible into or exchangeable for one or more shares of stock of, or other equity or voting interests in, the Company or any Company Subsidiary, (ii) options, warrants or other rights or securities issued or granted by the Company or any Company Subsidiary relating to or based on the value of the equity securities of the Company or any Company Subsidiary, (iii) Contracts that are binding on the Company or any Company Subsidiary that obligate the Company or any Company Subsidiary to issue, acquire, sell, redeem, exchange or convert any stock of, or other equity interests in, the Company or any Company Subsidiary, or (iv) outstanding restricted shares, restricted share units, share appreciation rights, performance shares, performance units, deferred share units, contingent value rights, “phantom” shares or similar rights issued or granted by the Company or any Company Subsidiary that are linked to the value of the Company Shares. Since the close of business on the Capitalization Date through the date hereof, no Company Shares, Company Restricted Stock Awards, Company Performance Award Units or other equity securities of the Company or the Company Subsidiaries have been issued or granted (other than the issuance of shares in respect of Company Restricted Stock Awards outstanding prior to the Capitalization Date). The Company does not have a stockholder rights plan in place. The Company has not exempted any Person from the “Stock Ownership Limit” or established or increased an “Excepted Holder Limit,” as such terms are defined in the Company Charter, which exemption or “Excepted Holder Limit” remains in effect. There are no outstanding bonds, debentures, notes or other Indebtedness of the Company or any of the Company Subsidiaries having the right to vote on any matters on which holders of stock or other equity interests of the Company or any of the Company Subsidiaries may vote. None of the Company Subsidiaries owns any Company Shares. ​ ​ ​ (d) Except as provided in Section 4.2(f), the Company or another Company Subsidiary owns, directly or indirectly, all of the issued and outstanding shares of stock or other equity securities of each of the Company Subsidiaries, free and clear of any Liens other than transfer and other restrictions under applicable federal and state securities Laws and restrictions in the Organizational Documents of the Company or any Company Subsidiary, and all of such outstanding shares or other equity securities have been duly authorized and validly issued and are fully paid, nonassessable (as applicable) and free of preemptive rights. Except (i) pursuant to the Company Charter, (ii) pursuant to the Operating Company LLC Agreement and (iii) for equity securities and other instruments (including loans) in wholly-owned Company Subsidiaries, neither the Company nor any Company Subsidiary has any obligation to acquire any equity interest in another Person, or to make any investment (in each case, in the form of a loan, its capital contribution or similar transaction) in, any other Person (including any Company Subsidiary)stock. (e) Except for transfer restrictions in the Organizational Documents As of the Company or any Company Subsidiary, neither the Company nor any of the Company Subsidiaries is a party to any Contract with respect immediately prior to the voting ofNote Closing, that restricts the transfer aggregate amount of or that provides registration rights in respect of, any accrued but unpaid dividends applicable to the outstanding shares of capital stock or other voting securities or equity interests of the Company or any of the Company Subsidiaries. To the Company’s knowledge, there are no third party agreements or understandings with respect Series R Preferred Stock is equal to the voting of any such shares of capital stock or voting securities or equity interests$56,051.67. (f) The Company is the sole managing member of the Operating Company. As of immediately prior to the Capitalization Date, (i) 25,650,065 Operating Company Units, (ii) 139,875 Company Series A Preferred Units and (iii) 1,571,734 Company Series B Preferred Units, in each case were issued and outstanding, all of which were duly authorized, validly issued, fully paid and nonassessable, and free of preemptive rights, rights of repurchase, rights of participation or any similar rights. Section 4.2(f) of the Company Disclosure Letter sets forth a list as of the date hereof of all holders of the Operating Company UnitsNote Closing, the number and type of such Operating Company Units held. As of aggregate liquidation preference applicable to the date hereof, there are no existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Operating Company Series C Preferred Stock is equal to issue, transfer or sell any limited liability company interests in the Operating Company or any securities convertible into or exchangeable for any partnership interests in the Operating Company. There are no outstanding contractual obligations of the Operating Company to issue, repurchase, redeem or otherwise acquire any limited liability company interests in the Operating Company or any other securities convertible into or exchangeable for any partnership interest in the Operating Company$4,837,079.31. (g) As of the date of this Agreement, there is no outstanding Indebtedness for borrowed money of the Company and the Company Subsidiaries in excess of $250,000 in principal amount, other than Indebtedness in the principal amounts identified by instrument in Section 4.2(g) of the Company Disclosure Letter.