Common use of Authorization of the Securities Clause in Contracts

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Authorization of the Securities. The Shares Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to by the Warrants and Pre-Funded Warrants, as applicable, Company and, when issued executed and delivered by the Company against payment therefor pursuant to this Agreement, will be valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants, the Common Warrants and the Optional Warrants, as applicable, and in accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribed for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, the Common Warrants, the Option Warrants and the Representative Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, the Common Warrants, the Option Warrants and the Representative Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, the Common Warrants, the Option Warrants and the Representative Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares when issued, paid have been duly authorized and validly reserved for and delivered issuance upon due exercise of the Warrants or in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Common Warrants and Pre-Funded the Option Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicablein accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribed for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares to be issued or sold by the Company hereunder for the Underwritten Shares or as set forth in the Purchase Agreement for the Placement Shares, have been duly authorized for issuance and sale pursuant to duly and validly issued, are fully paid and are nonassessable and, if not issued on the date of this Agreement andAgreement, as described in the Prospectus, will be, when issued and delivered by and paid for as provided herein or in the Company against payment therefor pursuant to this Purchase Agreement, will be as applicable, duly authorized and duly and validly issued, will be fully paid and nonassessable, free ; and clear the issuance and the sale of the Shares is not and will not be subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest preemptive or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, or such rights have been withdrawn or cancelled or, for Shares not issued on the date of this Agreement, will have been withdrawn or cancelled, when such Shares will have been issued and will be registered pursuant to Section 12 delivered and paid for as provided herein or in the Purchase Agreement, as applicable, by decision of the Exchange Actcompetent bodies of the Company and are no longer or, for Shares not issued on the date of this Agreement, will no longer be, when such Shares will have been issued and delivered and paid for as provided herein, applicable to the issuance and the sale of the Shares. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against after payment therefor pursuant to the Warrants and the Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable; and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, or such rights will have been withdrawn or cancelled when such Warrant Shares will have been issued and delivered and paid for pursuant to the Warrants and Pre-Funded Warrants, as applicable, by decision of the competent bodies of the Company and will no longer be, when such Warrant Shares will have been issued and delivered and paid for pursuant to the Warrants or Pre-Funded Warrants applicable to the issuance of the Warrant Shares. Upon the delivery to the Representative of the Underwritten Shares and the Warrant Shares, as applicable, and payment therefor, the Representative will acquire good, marketable and valid title to such Underwritten Shares or Warrant Shares, as applicable, free and clear of any pledgeall pledges, mortgage, hypothecation, lien, encumbranceliens, security interest interests, charges, claims or other claimencumbrances. The Company has reserved out of its conditional capital for financing purposes, including any statutory or contractual preemptive rightssolely for the purpose of enabling it to issue the Warrant Shares upon exercise of such Warrants and Pre-Funded Warrants, resale rights, rights the number of first refusal or other similar rights, Warrant Shares that are issuable and will be registered pursuant to Section 12 deliverable upon the exercise of the Exchange ActWarrants and Pre-Funded Warrants. The On the Closing Date, the Warrant Shares will have been reserved for issuance. The Underwritten Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Prospectus, and the any Free Writing Prospectus.

Authorization of the Securities. The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to by the Warrants and Pre-Funded Warrants, as applicable, Company and, when issued executed and delivered by the Company against payment therefor pursuant to this Agreement, will be valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Pre-Funded Warrants, the Common Warrants and the Optional Warrants, as applicable, and in accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribe for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares to be issued by the Company in connection with the transactions contemplated by this Agreement have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance and sale of such Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale 277712584 v11 rights of first refusal or other similar rights to subscribe for or purchase such Shares. The Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Common Warrants and the Option Warrants, as applicable, and in accordance therewith, will be validly issued, fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribe for or purchase the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this AgreementAgreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable; and the issuance of the Offered Securities is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Stock conforms in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. The Offered Warrants have been duly authorized for issuance by the Company and, when executed and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors generally or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Offered Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Offered Warrants in accordance therewith, will be validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares, is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and rights to subscribe for or purchase the Warrant Shares. No holder of Offered Securities or Warrant Shares will be registered pursuant subject to Section 12 personal liability solely by reason of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package and the Prospectusbeing such a holder.

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, this agreement and, when issued executed and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicableCompany, will be duly valid and validly issuedbinding agreements of the Company, fully paid and nonassessableenforceable against the Company in accordance with their respective terms, free and clear of any pledgeexcept as the enforcement thereof may be limited by bankruptcy, mortgageinsolvency, hypothecationreorganization, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal moratorium or other similar rights, laws relating to or affecting the rights and will be registered pursuant to Section 12 remedies of the Exchange Act. The Warrant Shares have been reserved for issuancecreditors or by general equitable principles. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus. The Warrant Shares have been duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and delivered upon exercise of the Warrants in accordance therewith, will be duly and validly issued, fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Warrant Shares.

Authorization of the Securities. The Purchase Shares and Commitment Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued upon issuance in accordance with the terms hereof, the Purchase Shares and delivered by the Company against payment therefor pursuant to this Agreement, will Commitment Shares shall be duly and (i) validly issued, fully paid and nonassessablenon-assessable and (ii) free from all taxes, free liens and clear charges with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of any pledgeCommon Stock. The Pre-Funded Warrants have been duly authorized by the Company and, mortgagewhen executed and delivered by the Company, hypothecationwill be valid and binding agreements of the Company, lienenforceable against the Company in accordance with their terms, encumbranceexcept as the enforcement thereof may be limited by bankruptcy, security interest or other claiminsolvency, including any statutory or contractual preemptive rightsreorganization, resale rights, rights of first refusal moratorium or other similar rightslaws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Commitment Fee Warrants have been duly authorized by the Company and, when executed and delivered by the Company, will be registered pursuant to Section 12 valid and binding agreements of the Exchange ActCompany, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares when issued, paid have been duly authorized and validly reserved for and delivered issuance upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, Warrants in a number sufficient to meet the current exercise requirements. The Commitment Fee Warrant Shares have been duly authorized and validly reserved for issuance and sale pursuant upon exercise of the Commitment Fee Warrants in a number sufficient to meet the Warrants and Pre-Funded Warrants, as applicable, andcurrent exercise requirements. The Warrant Shares, when issued and delivered by upon exercise of the Company against payment therefor pursuant to the Warrants and Pre-Funded WarrantsWarrants in accordance therewith, as applicableand the Commitment Fee Warrant Shares, will when issued and delivered upon exercise of the Commitment Fee Warrants in accordance therewith, shall be duly and (i) validly issued, fully paid and nonassessablenon-assessable and (ii) free from all taxes, free liens and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will conform in all material respects charges with respect to the description thereof set forth in or incorporated into issuance thereof, with the Registration Statement, the Pricing Disclosure Package and the Prospectusholders being entitled to all rights accorded to a holder of Common Stock.

Authorization of the Securities. The Shares have been duly authorized for issuance and sale pursuant to this Agreement andNotes, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issuedSecurities and the Private Exchange Securities, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicableif any, have been duly authorized by the Company; the Guarantees have been duly authorized by each of the Guarantors and each of the Guarantors has all requisite corporate power and authority to execute, issue and deliver the Guarantees and to incur and perform its obligations provided for issuance and sale pursuant to therein. At the Warrants and Pre-Funded WarrantsClosing Time, as applicable, the Notes will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Company Trustee) and delivered against payment of the purchase price therefor pursuant to the Warrants and Pre-Funded Warrants, as applicableprovided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be duly limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws or affecting enforcement of creditors' rights generally and validly issued, fully paid and nonassessable, free and clear except as enforcement thereof is subject to general principles of any pledge, mortgage, hypothecation, lien, encumbrance, security interest equity (regardless of whether enforcement is considered in a proceeding in equity or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rightsat law), and will be registered in the form contemplated by, and entitled to the benefits of, the Indenture. At the Closing Time, the Guarantees of each Guarantor will have been duly endorsed on the Notes by each such Guarantor and, when the Securities are authenticated, issued and delivered in the manner provided for in the Indenture (assuming the due authorization, execution and delivery of the Indenture by the Trustee) and delivered against payment of the purchase price therefor as provided in this Agreement, upon such endorsement, the Guarantees will constitute valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws or affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture. The Exchange Securities and the Private Exchange Securities, if any, when executed, authenticated, issued, endorsed and delivered (assuming the due authorization, execution and delivery of the Indenture by the Trustee) in exchange for the Securities pursuant to Section 12 the Exchange Offer (as defined in the Registration Rights Agreement), will constitute valid and binding obligations of each of the Exchange Act. The Warrant Shares have been reserved for issuance. The SecuritiesIssuers, when issuedenforceable against each of the Issuers in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws or affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will conform be in all material respects the form contemplated by, and entitled to the description thereof set forth in or incorporated into the Registration Statementbenefits of, the Pricing Disclosure Package and the ProspectusIndenture.

Authorization of the Securities. The Shares Securities have been duly authorized for issuance and sale pursuant to this Agreement and, Agreement. The Shares when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, Agreement have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles; the Warrant Shares have been duly authorized and validly reserved for issuance and sale pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicable, and; the Warrant Shares, when issued and delivered by the Company against payment therefor pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicablein accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribe for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares Securities have been duly authorized by the Operating Partnership for issuance and sale pursuant to this Agreement andand such Securities, when executed, authenticated, issued and delivered by in the Company manner provided for in this Agreement and the Indenture against payment of the consideration therefor pursuant to specified in this Agreement, will constitute valid and legally binding obligations of the Operating Partnership, entitled to the benefits of the Indenture enforceable against the Operating Partnership in accordance with their terms, except as (A) the enforceability thereof may be duly limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally and validly issued(B) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability. Such Securities will be in the form contemplated by, fully paid and nonassessableeach registered holder thereof is entitled to the benefits of, the Indenture. Upon payment of the purchase price and delivery of such Securities in accordance herewith, the Initial Purchasers will receive good, valid and marketable title to such Securities, free and clear of any pledgeall security interests, mortgagemortgages, hypothecationpledges, lienliens, encumbranceencumbrances, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, claims and will be registered pursuant to Section 12 of the Exchange Actequities. The Warrant Shares when issued, paid for and delivered upon due exercise terms of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized for issuance and sale pursuant to the Warrants and Pre-Funded Warrants, as applicable, and, when issued and delivered by the Company against payment therefor pursuant to the Warrants and Pre-Funded Warrants, as applicable, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares have been reserved for issuance. The Securities, when issued, will such Securities conform in all material respects to all statements and descriptions related thereto contained in the description thereof set forth in Offering Memorandum. Such Securities rank and will rank pari passu with all unsecured and unsubordinated indebtedness of the Operating Partnership that is outstanding on the Closing Date or incorporated into that may be incurred thereafter, except that such Securities will be effectively subordinated to (Y) the Registration Statement, claims of each secured mortgage lender to the Pricing Disclosure Package extent of the value of the property securing such indebtedness and (Z) all existing and future third-party indebtedness and other liabilities of the ProspectusSubsidiaries.

Authorization of the Securities. The Shares Securities have been duly authorized for issuance and sale pursuant to this Agreement and, Agreement. The Shares when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares when issued, paid for and delivered upon due exercise of the Warrants or the Pre-Funded Warrants, as applicable, have been duly authorized by the Company and, when executed and delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly authorized and validly reserved for issuance and sale pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicable, and. The Warrant Shares, when issued and delivered by the Company against payment therefor pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicablein accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribe for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.

Authorization of the Securities. The Shares Securities have been duly authorized for issuance and sale pursuant to this Agreement and, Agreement. The Shares when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable, free and clear of any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant to Section 12 of the Exchange Act. The Warrant Shares Agreement has been duly authorized by the Company and, when issued, paid for executed and delivered upon due exercise by the Company, will be a valid and binding agreement of the Warrants Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Pre-Funded Warrants, as applicable, rights and remedies of creditors or by general equitable principles; the Warrant Shares have been duly authorized and validly reserved for issuance and sale pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicable, and; the Warrant Shares, when issued and delivered by the Company against payment therefor pursuant to upon exercise of the Warrants and Pre-Funded Warrants, as applicablein accordance therewith, will be duly and validly issued, fully paid and nonassessable, free and clear the issuance of the Warrant Shares is not subject to any pledge, mortgage, hypothecation, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, resale rights, rights of first refusal or other similar rights, and will be registered pursuant rights to Section 12 of subscribe for or purchase the Exchange Act. The Warrant Shares have been reserved for issuanceShares. The Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the Registration Statement, the Pricing Disclosure Package Time of Sale Prospectus and the Prospectus.