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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and all the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise outstanding shares of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued are owned directly or indirectly by the Company (except, in compliance with all federal the case of any foreign subsidiary, for directors’ qualifying shares or shares otherwise required to be owned by other Persons other than the Company pursuant to applicable law), free and state securities lawsclear of any lien, charge, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, other than those arising under (i) the Company’s Amended and Restated Credit Agreement, dated as of October 20, 2008, as amended and restated on May 6, 2011 (and as further amended, supplemented or otherwise modified as of the date hereof), (ii) the Company’s Credit Agreement, dated as of July 16, 2010, as amended and restated on May 6, 2011 (and as further amended, supplemented or otherwise modified as of the date hereof), and (iii) the Company’s Credit Agreement, dated as of March 29, 2011, as amended and restated on May 6, 2011 (and as further amended, supplemented or otherwise modified as of the date hereof), in each case as described in the Prospectus. None of the outstanding capital stock of the Company were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus Placement Memorandum (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the SEC Reports, or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur SEC Reports or as otherwise permitted hereunderdescribed in Section 4(e)(ii) of this Agreement). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have and each of its subsidiaries has been duly authorized and validly issued, are fully paid and nonassessable and have has been issued in compliance with all federal and state securities laws. None of the outstanding shares of capital stock of the Company were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. Except as otherwise set forth in the SEC Reports and excluding SciGen Limited, all of the outstanding shares of capital stock and other equity interests, as the case may be, of the Company’s subsidiaries are owned by the Company, directly or indirectly through its subsidiaries, free and clear of all liens, encumbrances, equity or restrictions on transferability (other than those imposed by the Securities Act and the securities laws or “Blue Sky” laws of certain U.S. state or non U.S. jurisdictions) or voting restrictions. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or Annex B-7. exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the ProspectusSEC Reports. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus SEC Reports accurately and fairly presents in all material respects the information required to be shown disclosed under the Securities Act or the Exchange Act, as applicable, with respect to such plans, arrangements, options and rights. All grants of options to acquire Shares (each, a “Company Stock Option”) were validly issued and approved by the Board of Directors of the Company, a committee thereof or an individual with authority duly delegated by the Board of Directors of the Company or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in material compliance with the terms of the plans under which such Company Stock Options were issued. There is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects. Except as described in the SEC Reports, the Company has not sold or issued any shares of capital stock during the six-month period preceding the date of the Placement Memorandum, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than shares of capital stock issued pursuant to employee benefit plans, qualified stock options plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

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

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus (other than for subsequent issuancesPlacement Memorandum, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the Company’s capital stock contained in the Time of Sale Document and the Placement Memorandum; and all of the issued shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and issued, are fully paid and nonassessable non-assessable and (except for directors' qualifying shares and except as otherwise set forth in the Time of Sale Document and the Placement Memorandum) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. The Notes, Warrants, Note Shares and Warrant Shares and all other outstanding shares of capital stock or other equity interests of the Company conform in all material respects to the descriptions thereof set forth in the Time of Sale Document and the Placement Memorandum. The Note Shares and Warrant Shares have been duly authorized and reserved for issuance upon such conversion or exercise, as applicable, by all necessary corporate action and such shares, when issued upon such conversion in compliance accordance with all federal the terms of the Notes or Warrants, as applicable, will be validly issued, fully paid and state securities lawsnon-assessable; no holder of the Note Shares or Warrant Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Note Shares or Warrant Shares upon such conversion or exercise, as applicable, will not be subject to the preemptive or other similar rights of any securityholder of the Company. None of the outstanding capital stock shares of the Company were Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights granted by the Company to subscribe for or purchase securities any securityholder of the Company. There All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”), except such as are described in the Placement Memorandum or such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and those imposed by the Securities Act and the securities or “Blue Sky” laws of certain U.S. state or non-U.S. jurisdictions. Except as disclosed in the Time of Sale Document and the Placement Memorandum, there are no authorized or outstanding (A) options, warrants, preemptive rights, rights of first refusal or other rights to purchasepurchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock other obligations of the Company or any of its subsidiaries the Subsidiaries to issue or (C) other than those described rights to convert any obligation into or exchange any securities for, in the Registration Statementcase of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Time of Sale Prospectus and the Prospectus. The description Company or any of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.Subsidiaries. Annex B-7. 112027870 v8

Capitalization and Other Capital Stock Matters. The authorized, issued issued, and outstanding capital stock of the Company is as set forth in the Registration Statement, Prospectus under the Time of Sale Prospectus and the Prospectus caption “Capitalization” (other than for subsequent issuances, if any, issuances pursuant to employee benefit plans, this Agreement or upon the exercise of outstanding options or warrants, in each case warrants or convertible securities described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares Securities and the Representative’s Securities conform in all material respects to the description thereof contained in the Prospectus and will be in substantially the form filed as an exhibit to the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all federal and state securities laws. The holders of capital stock have no rescission rights with respect to the securities and will not be subject to personal liability by reason of being such holder. None of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal refusal, or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal refusal, or other rights to purchase, or equity or debt securities convertible into or into, exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Prospectus. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with this Company within the three years prior to the date hereby except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is has an authorized capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder)Information. The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusInformation. All of the issued and outstanding capital stock of the Company Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding capital stock of the Company were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Information and privately placed equity securities of the ProspectusCompany that may be issued after the Effective Date that are not yet required to be reported on a Current Report on Form 8-K. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The description terms of the Company’s stock option, stock bonus and other stock plans Units conform in all material respects to the descriptions thereof contained in or arrangements, and the options or other rights granted thereunder, set forth incorporated by reference in the Registration Statement, the Time of Sale Prospectus Information. Except as disclosed in the Time of Sale Information, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsOperating Partnership.

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares conform Common Stock (including the Shares) conforms in all material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding capital stock shares of Common Stock (including the Company shares of Common Stock owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding capital stock shares of the Company Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described in the Disclosure Package and other than certain preemptive rights set forth in the agreement filed as Exhibit 4.3 to the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale any Preliminary Prospectus and the in each Prospectus Supplement (other than for subsequent issuancesissuances after the dates thereof, if any, pursuant to employee benefit plans, plans described in any Prospectus Supplement or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale any Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunderSupplement). The Shares Securities conform in all material respects to the description thereof contained in the Registration StatementBase Prospectus, the Time of Sale any Preliminary Prospectus and the Prospectus Supplement. As of March 22, 2010, there were 16,651,815 Ordinary Shares outstanding. Since March 22, 2010, the Company has not issued any securities other than (i) Ordinary Shares of the Company pursuant to the exercise of previously outstanding options in connection with the Company’s employee stock purchase and option plans (the “Plans”), outstanding warrants and other outstanding obligations, and (ii) options granted pursuant to the Plans in the ordinary course of business consistent with past practice, in each case as disclosed in the Base Prospectus, any Preliminary Prospectus and each Prospectus Supplement. All of the issued and outstanding shares of the capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance compliance, in all material respects, with all Israeli or U.S. federal and state securities laws, as applicable. Except as set forth in the Base Prospectus, any Preliminary Prospectus and each Prospectus Supplement, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company. None of the outstanding shares of capital stock of the Company or any Subsidiary were issued in violation of any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or Subsidiary to subscribe for or purchase securities of the Companysecurities, which rights have not been waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiary other than those described in the Registration StatementBase Prospectus, the Time of Sale any Preliminary Prospectus and the Prospectuseach Prospectus Supplement. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options options, warrants or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Base Prospectus and the Prospectus Supplement accurately and fairly presents in all material respects the information required by the Act to be shown with respect to such plans, arrangements, options and rights. Except as set forth in the Base Prospectus, any Preliminary Prospectus or in any Prospectus Supplement, the Company does not have any material subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities or have any equity interest in any other person. The issuance of the Securities will not obligate the Company, or allow the Company to exercise a discretionary right, to issue further securities pursuant to its Bonus Rights Agreement, dated as of November 20, 2001, as amended February 5, 2003.

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

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, Prospectuses under the Time of Sale Prospectus and the Prospectus caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectuses or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunderProspectuses). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the ProspectusProspectuses. All of the issued and outstanding capital stock of the Company Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities lawslaws in transactions not subject to the registration requirements of the Securities Act. None of the outstanding capital stock of the Company Common Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for any violations which have been duly waived or which would not have a Material Adverse Effect. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Prospectuses. The Company has not issued any securities at any time in any offering that is required to be integrated under the Time of Sale Prospectus and Securities Act with the Prospectusoffering contemplated hereby. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus Prospectuses accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The On the First Closing Date, the authorized, issued and outstanding capital stock of the Company is will be as set forth in the Registration Statement, Prospectus under the Time of Sale Prospectus and the Prospectus caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding capital stock shares of the Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None No further approval or authority of the outstanding capital stock shareholders or the Board of Directors is required for the issuance and sale of the Company were issued in violation Shares as contemplated herein. The issuance of the Shares will not violate any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.. (l)

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding shares of capital stock of the Company is are as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus as of the dates stated therein (other than except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans, plans referred to in the Registration Statement and the Prospectus or upon pursuant to the exercise of outstanding convertible shares or options or warrants, in each case described referred to in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time outstanding shares of Sale Prospectus and the Prospectus. All of the issued and outstanding capital stock of the Company have been duly authorized and validly issued, issued and are fully paid and nonassessable and have been issued in compliance with all federal and state securities lawsnon-assessable. None of the outstanding shares of capital stock of the Company were issued in violation of any the preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of any securityholder of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights With respect to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company (the “Company Stock Plans”), (A) each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, (B) each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of its subsidiaries votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (C) each such grant was made in accordance with the terms of the Company Stock Plans and all other than those described applicable laws and regulatory rules or requirements, and (D) each such grant was properly accounted for in accordance with GAAP in the Registration Statement, financial statements (including the Time of Sale Prospectus and the Prospectus. The description related notes) of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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

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

Capitalization and Other Capital Stock Matters. The As adjusted to give effect to the conversion of the Series A Preferred Shares (as defined below), the Company represents and warrants that the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, Prospectus under the Time of Sale Prospectus and the Prospectus caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case plans described in the Registration Statement, Prospectus or upon exercise of the Time outstanding warrant to purchase securities of Sale Prospectus the Company (the "Warrant") and options described in the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Company represents and warrants that the Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All The Company represents and warrants that all of the issued and outstanding capital stock shares of Series A Preferred Stock, par value $0.001 per share (the Company "Series A Preferred Shares") and Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None The Company represents and warrants that none of the outstanding capital stock of the Company were Series A Preferred Shares or Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There The Company represents and warrants that there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Company represents and warrants that the description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the consolidated balance sheet of the Company as of April 1, 2006 included in the Quarterly Report on Form 10-Q for the quarterly period ended April 1, 2006 incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus Statement (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereundercase may be). The Shares conform Common Stock (including the Shares) conforms in all material respects to the description thereof contained in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding capital stock shares of Common Stock (including the Company shares of Common Stock owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding capital stock shares of the Company Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

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

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

Capitalization and Other Capital Stock Matters. The authorizedAt June 25, issued 2005, on a historical basis, and on an as adjusted basis, after giving effect to the Transactions, the Company would have an authorized and outstanding capital stock of the Company is capitalization as set forth in the Registration Statement, Offering Memorandum under the Time of Sale Prospectus and the Prospectus caption “Capitalization” (other than for subsequent issuancesissuances of capital stock, if any, pursuant to employee benefit plans, plans described in the Offering Memorandum or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunderOffering Memorandum). The Shares conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding capital stock shares of Common Stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration StatementOffering Memorandum. All of the issued and outstanding capital stock or partnership interests of each subsidiary of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim (other than any transfer restrictions imposed by the Securities Act, the Time securities or Blue Sky laws of Sale Prospectus certain jurisdictions and any security interest pursuant to agreements described in the ProspectusOffering Memorandum). The description of the Company’s stock optionCompany does not own or control, stock bonus and other stock plans directly or arrangementsindirectly, and the options any corporation, association or other rights granted thereunder, set forth entity other than the subsidiaries listed in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsExhibit A hereto.

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

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

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

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

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

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

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Prospectus. The issued and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described Common Shares are as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereunder). The Common Shares (including the Shares) conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding capital stock of the Company Common Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding capital stock of the Company were Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Company has not issued any security or other equity interest other than as described in the Prospectus. None of the Common Shares have been or will be issued or is owned or held in violation of any preemptive right. The outstanding Common Shares have been issued by the Company in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and of the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus fairly and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not sold or issued any Common Shares during the six- month period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption "CAPITALIZATION" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus) or which , as the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as otherwise permitted hereundercase may be). The Ordinary Shares to be issued hereunder (including the Ordinary Shares which are represented by the Firm ADSs and Option ADSs) conform in all material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding capital stock of the Company Ordinary Shares have been duly authorized and validly issued, and are fully paid and nonassessable and have been issued in compliance with all federal and state securities lawsnonassessable. None of the outstanding capital stock of the Company Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.