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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale 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 was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly 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 shares of beneficial interest of the Company is Company, including the Shares, are as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case redemption of outstanding OP Units described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities shares of beneficial interest (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was beneficial interest were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered SecuritiesFirm Shares and the Warrants) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 captions “CapitalizationThe Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrantswarrants or the vesting of restricted stock units, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered SecuritiesFirm Shares and the Warrants) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 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 present 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, upon the vesting or settlement of any outstanding restricted stock units, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany that have not been duly waived or satisfied. There are no authorized or outstanding options, warrants, restricted stock units, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options options, restricted stock units or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 or as otherwise described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 Pricing Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Pricing Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus, as the case may be). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained in the Time of Sale Pricing Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyCompany except for preemptive rights claims that may have existed that are now barred by statute. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately presents and fairly present 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 of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Common Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company, except for such rights as have been duly waived. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, Statement and the Time of Sale Prospectus and the Prospectusexcept for such rights as have been duly waived. The descriptions of the Company’s stock option, stock bonus bonus, stock purchase and other stock or equity incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of, or other equity interests in, each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through other subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of Shares, including the Company was 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 descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth included in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as disclosed in the Time of Sale Prospectus and the Prospectus and except for issuances by the Company in the ordinary course of business subsequent to the date of the financial statements included or incorporated by reference into the Time of Sale Prospectus and the Prospectus, there are no outstanding (A) options, warrants, preemptive rights, rights of first refusal or other rights to purchase from the Company, (B) agreements, contracts, arrangements or other obligations of the Company to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Company.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and in the Prospectus under the caption “Capitalization” 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 ProspectusSupplement). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time Base Prospectus and the Prospectus Supplement. The outstanding capital stock of Sale Prospectusthe Company, and the outstanding options, warrants, or convertible securities of the Company, are as described in the Base Prospectus and Prospectus Supplement, as of the date such information is presented therein. Since August 31, 2003, the Company has not issued any securities other than Common Stock of the Company pursuant to (i) the exercise of previously outstanding options in connection with the Company's employee stock purchase and option plans (the "Plans") and options granted pursuant to the Plans in the ordinary course of business consistent with past practice and (ii) the exercise of previously outstanding warrants. All of the issued and outstanding shares of the capital stock of the Company and the Significant 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 federal and state securities laws, as applicable. Except as set forth in the Base Prospectus and the Prospectus Supplement, all of the outstanding shares of capital stock of the Significant Subsidiaries are owned, directly or indirectly, by the Company. None of the outstanding shares of capital stock of the Company was or any Significant 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 Companysecurities. 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 Subsidiary other than those described in the Registration Statement, the Time of Sale Base Prospectus and the ProspectusProspectus Supplement and other than options granted pursuant to the Plans in the ordinary course of business consistent with past practice. The descriptions description of the Company’s '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 present in all material respects presents the information required by the Act to be shown with respect to such plans, arrangements, options and rights. Except for the Significant Subsidiaries or as set forth in the Base Prospectus or in the Prospectus Supplement, the Company does not have any 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.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Securities (including Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities) conform Unit Warrants and the Representative’s Warrants will comply in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock total shareholders’ equity of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus Final Offering Memorandum in the column entitled “Actual” under the caption “Capitalization” as of the respective dates set forth therein, and the actual, authorized, issued and outstanding number of shares of Common Stock of the Company is as set forth in the section entitled “Description of Capital Stock” in the Final Offering Memorandum as of the date set forth therein, and there have been no changes to such amounts (other than except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans, plans referred to in the Disclosure Package and the Final Offering Memorandum or upon pursuant to the exercise of outstanding convertible securities or options or warrants, in each case described referred to in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the ProspectusFinal Offering Memorandum). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained set forth in the Time of Sale ProspectusDisclosure Package and the Final Offering Memorandum. All of the issued and outstanding shares of capital stock 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. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into shares of Common Stock in accordance with the terms of the Securities and the Indenture; the shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action and such shares, when issued upon such conversion in accordance with the terms of the Securities, will be validly issued and will be fully paid and non-assessable; no holder of such shares will be subject to personal liability by reason of being such a holder; and the issuance of such shares upon such conversion will not be subject to the preemptive or other similar rights of any securityholder of the Company. None of the outstanding shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries subsidiary other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the ProspectusFinal Offering Memorandum. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus Final Offering Memorandum, accurately and fairly present in all material respects the information required to be shown with respect to describes such plans, arrangements, options and rightsrights in all material respects.

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). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Pricing Disclosure Package and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company 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 Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon " assuming the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Reorganization and the Prospectus)Quorum Transactions have occurred. The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. Upon consummation of the Reorganization and the Quorum Acquisition, all of the shares of Common Stock to be issued in connection therewith will have been duly authorized and validly issued, will be fully paid and nonassessable and will have been issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock Common Stock were, and upon consummation of the Company was Reorganization and the Quorum Acquisition none of the shares of Common Stock to be issued in connection therewith 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 Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangementsoption plan, 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 present in all material respects presents the information required by the Securities Act to be shown with respect to such plans, arrangements, options plan and rightsoptions.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained under the caption “Description of Capital Stock” in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 Company, or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 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). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and the Prospectus, as the case may be. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was 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 Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present summarizes 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” "CAPITALIZATION" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Ordinary Shares to be issued hereunder (including the Offered SecuritiesOrdinary 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 Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 as of [●], 2020 is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization—Actual” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including capital stock of the Offered Securities) conform Company conforms in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. The descriptions (gg) Sale of Securities of the Company’s stock option. No securities of the Company have been sold by the Company or by or on behalf of, stock bonus or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and other stock plans or arrangementsincluding the date hereof, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 or obligations of the Company to obtain consent of holders of Preferred Stock in the Company before increasing the authorized or outstanding shares of stock in the Company or issuing stock with rights, priority, preference or privilege superior to such holders of Preferred Stock. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as of October 31, 2012 (in the case of Common Stock) and as of January 7, 2013 (in the case of Preferred Stock (as defined below)) was as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Capital Stock” in the Preliminary Prospectus Supplement, the Prospectus Supplement and Exhibit 99.1 to the January 8-K, and since September 30, 2012, the Company has not issued, repurchased or cancelled any capital stock (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to any underwritten public offerings or any employee benefit plansplans or dividend reinvestment plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options issued pursuant to employee benefit plans described in the Disclosure Package and the Prospectus, as the case may be, or upon the exercise redemption of outstanding options or warrants, in each case described in Common Units pursuant to the Registration Statement, the Time of Sale Prospectus and the ProspectusPartnership Agreement). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Company has duly reserved a sufficient number of shares of the Company’s Common Stock for issuance upon exchange of the common units of partnership interest of the Operating Partnership. All of the issued and outstanding shares of preferred stock, par value $0.01 per share (“Preferred 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 was Preferred 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 such as may have been issued under employee benefit plans that are accurately described in the Registration Statement, Disclosure Package and the Time of Sale Prospectus or otherwise as accurately described in the Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rightsrights in all material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Our Common Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Offered Securities (including and the Offered Securities) Warrant Shares conform in all material respects to the description thereof contained in the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as of June 30, 2015 was as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus line items appearing under the caption “CapitalizationStockholders’ Equity” in the Company’s unaudited consolidated balance sheet as of June 30, 2015 appearing in the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, and, since June 30, 2015, the Company has not issued, repurchased or cancelled any capital stock (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, (i) described in the Disclosure Package and the Prospectus, (ii) pursuant to any underwritten public offerings or any employee benefit plans or dividend reinvestment plans described in the Disclosure Package and the Prospectus, (iii) upon exercise of outstanding options issued pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case plans described in the Registration StatementDisclosure Package and the Prospectus or (iv) upon the redemption of Common Units pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership and any amendments or supplements thereto whether before or after the date of this Agreement (as so amended and supplemented, if applicable, the Time of Sale Prospectus and the Prospectus“Partnership Agreement”)). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Company has duly reserved a sufficient number of shares of Common Stock for issuance upon exchange of the common units of partnership interest of the Operating Partnership. All of the issued and outstanding shares of preferred stock, par value $0.01 per share (“Preferred 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 Preferred 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 such as may have been issued under employee benefit plans that are accurately described in the Registration Statement, Disclosure Package and the Time of Sale Prospectus or otherwise as accurately described in the Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rightsrights in all material respects.

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 General Disclosure Package and the Prospectus under as of the caption “Capitalization” (other than for subsequent issuances, if any, pursuant dates referred 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)therein. The Securities (including the Offered Securities) Shares conform in all material respects to the applicable description thereof contained in the Time of Sale ProspectusGeneral Disclosure Package. All of the issued and outstanding shares of capital stock 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 shares of capital stock 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 Company. All of the issued and outstanding shares of preferred 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 shares of preferred 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 General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock and the authorized share capital as well as the conditional share capital of the Company is are as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 and the CO. None of the outstanding shares of capital stock of the Company 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 or other rights convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or similar 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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and the Prospectus, as the case may be. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was 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 Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present summarizes 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 issued, and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus General 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 General Disclosure Package and the ProspectusProspectus or upon exercise of outstanding options or warrants described therein). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company Common Stock 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 was Common Stock 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 Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus 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 General Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options 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 heading “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of Common Stock owned by the Company 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 shares of capital stock of the Company was 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 Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown therein with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to this Agreement and employee benefit plans, incentive award plans described in the Prospectus or upon the exercise or vesting of outstanding options warrants or warrants, in each case incentive awards issued pursuant to incentive awards plans described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 other than those described in the Registration Statement, Statement and the Time of Sale Prospectus and other than options and other incentive awards issued by the Company subsequent to the date of such description in the Registration Statement and Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 Company, or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 line items appearing under the caption “CapitalizationStockholders’ Equity” in the Company’s audited consolidated balance sheet as of December 31, 2009 appearing in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to any underwritten public offerings or any employee benefit plansplans or dividend reinvestment plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options described in the Disclosure Package and the Prospectus, as the case may be, or upon the exercise redemption of outstanding options or warrants, in each case described in Common Units pursuant to the Registration Statement, the Time of Sale Prospectus and the ProspectusPartnership Agreement). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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. The Company has duly reserved a sufficient number of shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the preferred units of partnership interest of the Operating Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rightsrights in all material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities shares of the Company’s outstanding capital stock (including the Offered SecuritiesShares, the Shares and the Company’s Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred”)) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock of the Company Shares and Convertible Preferred 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 Shares or Convertible Preferred was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. Assuming due performance by the holders of Convertible Preferred of their obligations under the Conversion Document, following the consummation of the offering contemplated hereby (a “Qualified Offering”) and upon conversion and/or repurchase of the Convertible Preferred and the related issuance to certain holders of the Convertible Preferred of Shares and/or pre-funded warrants to purchase Shares (the “Warrants”, and the Shares underlying the Warrants, the “Warrant Shares”), each as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such transactions, collectively, the “Conversion”), (i) the Shares issued in connection with the Conversion will be duly authorized, validly issued, fully paid and nonassessable; (ii) the Warrants will be duly authorized and, when executed and delivered by the Company, will be validly issued and will constitute legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and general principles of equity; and (iii) the Warrant Shares will be duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. Upon exercise of the Warrants in accordance with their terms, the Warrant Shares, when issued and delivered against payment therefor as provided therein, will be validly issued, fully paid and non-assessable. The Shares issued in connection with the Conversion, the Warrants and, when issued, the Warrant Shares will be issued in compliance with all federal and state securities laws and with the rules and regulations of Nasdaq (as defined below) and will not be 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 Warrants will conform in all material respects to the description thereof contained in the Time of Sale Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Company’s latest financial statements, audited or unaudited, as applicable, incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus under the caption “Capitalization” (Prospectus, other than (i) for subsequent issuances, if any, including pursuant to employee benefit the Company’s equity incentive plans, inducement grants to new hires outside of the Company’s equity incentive plans, employee stock purchase plan or upon the exercise or settlement of outstanding options options, warrants or warrantsrestricted stock units, in each case as described or incorporated by reference in the Registration Statement, Statement and the Time of Sale Prospectus and (ii) the Prospectus)shares of Common Stock to be issued to Pharmakon concurrently with the closing of the transactions contemplated by this Agreement, as described more fully in the preliminary Prospectus Supplement delivered by the Company to the Purchasers prior to the execution of this Agreement. The Securities Common Stock (including the Offered SecuritiesShares and the Pre-Funded Warrant Shares, when issued pursuant to the terms of this Agreement) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. The descriptions of the Company’s equity incentive plan, employee stock option, stock bonus purchase plan and other stock plans or arrangements, and the options options, restricted stock units or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present present, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options options, units and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company as of [●], 2021 is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization—Actual” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including capital stock of the Offered Securities) conform Company conforms in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. The descriptions (gg) Sale of Securities of the Company’s stock option. No securities of the Company have been sold by the Company or by or on behalf of, stock bonus or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and other stock plans or arrangementsincluding the date hereof, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of Common Stock owned by the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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. Upon completion of the Founding Company Combinations in the manner described in the Registration Statement, the shares of Common Stock of the Company to be issued in such Combinations will be duly authorized, validly issued and fully paid and non-assessable. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock of the Company have Common Stock has 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 Common Stock was issued in violation of capital stock any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company Company. All of the issued and outstanding Preferred Stock has 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 Preferred Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The Subject to the assumptions set forth in the Prospectus, the authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company Common Stock owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of capital stock of the Company was 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 Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration StatementProspectus, except (i) such options, warrants, preemptive rights, rights of first refusal or other rights which expire on the Time First Closing Date and (ii) such options granted pursuant to stock option plans described in the Prospectus. The description of Sale Prospectus 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 Prospectus accurately and fairly present 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 Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares, which will conform when issued in accordance with the terms of this Agreement, and those owned by Selling Stockholders) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 applicable securities laws. None of the outstanding shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described accurately in all material respects in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present 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 line items appearing under the caption “CapitalizationStockholders’ Equity” in the Company’s balance sheet appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (in each case as amended, if applicable) filed by the Company with the Commission (other than for subsequent issuances, if any, pursuant to this Agreement, any Confirmations, any Terms Agreements, any other underwritten public offerings and other than for subsequent issuances or share repurchases or cancellations, if any, pursuant to any employee benefit plansplans or dividend reinvestment plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options issued pursuant to employee benefit plans described in the Disclosure Package and the Prospectus, as the case may be, or upon the exercise redemption of outstanding options or warrants, in each case described in Common Units pursuant to the Registration Statement, the Time of Sale Prospectus and the ProspectusPartnership Agreement). The Securities Common Stock (including the Offered SecuritiesShares and the Confirmation Shares), the authorized Preferred Stock (as defined below) and any class or series of outstanding Preferred Stock conform in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock 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. If any preferred units of limited partnership interest of the Operating Partnership are outstanding, the Company has duly reserved a sufficient number of shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of such preferred units of partnership interest. All of the issued and outstanding shares of Preferred Stock, if any, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Preferred Stock, if any, 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 such as may have been issued under employee benefit plans that are accurately described in the Registration Statement, Disclosure Package and the Time of Sale Prospectus or otherwise as accurately described in the Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rightsrights in all material respects.

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 General 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 Prospectus or upon the exercise of outstanding options or warrants, or issuances of earn-out shares, in each case described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus). The Securities Common Stock (including the Offered SecuritiesStock) conform conforms in all material respects to the description thereof contained in the Time of Sale General Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus accurately and fairly present presents the information 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 column entitled "Actual" under the caption “"Capitalization” " (other than for subsequent issuances, if any, (i) pursuant to this Agreement, (ii) 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 Disclosure Package and the Prospectus, (iii) upon exercise of outstanding options described in the Registration Statement, the Disclosure Package and the Prospectus or (iv) in connection with the Recapitalization (as defined in Section 1(qq) below)). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in each of the Time of Sale Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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, except where the failure to be in compliance would not have a Material Adverse Effect. None of the outstanding shares of capital stock of the Company was 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 Disclosure Package and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “CapitalizationDescription of Our Common Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including Offered Shares, the Offered Securities) Warrant Shares and the Pre-Funded Warrants conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the column headed "Actual" under the caption “"Capitalization” " as of the date(s) specified, and after giving effect to the sale of the Shares, as specified under the column headed "As Adjusted" (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options options, warrants or warrants, in each case other rights to receive shares described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 the Subsidiary other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s '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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Offered Securities (including the Offered SecuritiesWarrant Shares) conform are consistent, in all material respects respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “‘‘Capitalization” ’’ (other than than, with respect to issued and outstanding capital stock, for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Securities Shares which may be sold by the Company 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 non-assessable and the holders thereof will not be subject to personal liability by reason of being such holders. The Common Stock (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 ProspectusProspectus or as set forth in Schedule 1(n). The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, option plan and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

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

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in the consolidated balance sheet of the Company as of March 31, 2007 included in the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2007 incorporated by reference in the Registration StatementStatement (except for 3,642 Common Shares that had been issued as of May 31, 2007 in connection with the Time vesting of Sale Prospectus restricted share unites 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 vesting of restricted share units described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities share capital of the Company (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of Common Shares (including the Company Common Shares owned by the Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all Bermudan, U.S. federal and state securities laws. None of the outstanding shares of capital stock of the Company was 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 share 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 Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present 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 General Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company 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 General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus accurately and fairly present 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 Pricing 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 described in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus). The Securities (including Shares, when issued pursuant to the Offered Securities) conform terms of the Transaction Documents will conform, in all material respects respects, to the description thereof contained in the Time of Sale ProspectusPricing Disclosure Package. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company 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 Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsarrangements (each, a “Company Stock Plan”), 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 and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 September 8, issued 2007, on an actual basis, and on an adjusted basis after giving pro forma effect to the acquisition of Pathmark and the other adjustments identified in the Disclosure Package and the Prospectus and the issuance and delivery of the Shares pursuant hereto, the Company would have had an authorized and outstanding capital stock of the Company is capitalization 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 issuancesissuances of capital stock, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus). The Securities (including the Offered Securities) conform Common Stock conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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 Except for the Notes, 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 descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present 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 each Applicable Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Time of Sale Prospectus or upon the exercise of outstanding options or warrants, warrants described in each case described in the Registration Statement, the Time of Sale Prospectus and the Applicable Prospectus). The Securities (including Shares represented by the Offered Securities) Securities conform in all material respects to the description thereof contained in each Applicable Prospectus, including the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock of Shares represented by the Company Offered Securities (including the Shares represented by the Offered Securities which are owned by Selling Shareholders) 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 Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the each Applicable Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights. The registered holder of the Shares represented by the Offered Securities and the Depositary with respect to the Offered Securities, against payment of the purchase prices in accordance with this Agreement on the Closing Date and, if applicable, the Option Closing Date, will be, except subject to the terms and provisions of the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum of Association and Articles of Association of the Company, and the Depositary will acquire, subject to the terms of the Deposit Agreement, valid and unencumbered title to the Shares represented by the Offered Securities and the Underwriters will acquire valid and unencumbered title to the Offered Securities; there are no restrictions on transfer of the Shares represented by the Offered Securities to be sold by the Company or the Offered Securities to be sold by the Company, as the case may be, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and subject to the terms and provisions of this Agreement or the Deposit Agreement, under the laws of the Cayman Islands or the State of New York, as the case may be; the Shares may be freely deposited by the Company with the Depositary against issuance of ADRs evidencing the ADSs as contemplated by the Deposit Agreement. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities as contemplated by this Agreement gives rise to any rights, other than those which have been waived or satisfied, for or relating to the registration of any Shares or any other class of capital stock of 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 Disclosure Package and the Prospectus under the caption “CapitalizationDescription of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus (including descriptions of such plans incorporated by reference therein) or upon the exercise of outstanding options or warrants, in each case the conversion of restricted stock units (“RSUs”) described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchasepurchase from the Company, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the ProspectusProspectus (including descriptions of such items incorporated by reference therein). The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus General 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 Prospectus. The number of issued and outstanding options or warrants, in each case described Common Shares is as set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company 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 and senior unsecured notes described in the Registration Statement, the General Disclosure Package and 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 General Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus fairly and accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangementsplan, options or other awards. Except as described in the Registration Statement, the General Disclosure Package and rightsthe Prospectus or pursuant to the Company’s Equity Compensation Plan, 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 Applicable Time.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 Prospectuscase may be). The Securities (including Common Stock conforms, and, when issued and delivered as provided for in this Agreement, the Offered Securities) conform Warrants, the Underwriters’ Warrants and the warrants issuable upon exercise of the Underwriters’ Warrants will comply in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rightsrights in all material respects.

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, 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 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). The Securities Company represents and warrants that the Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All The Company represents and warrants that all of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company 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 descriptions 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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform (or will conform when issued, as applicable) in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 applicable federal and state securities laws. None of the outstanding shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 plansthe Company’s 2004 Stock Incentive Plan, the Company’s 2005 Employee Stock Purchase Plan and the Company’s 2005 Non-Employee Directors Stock Option Plan described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option2004 Stock Incentive Plan, stock bonus the Company’s 2005 Employee Stock Purchase Plan and other stock plans or arrangements, the Company’s 2005 Non-Employee Directors Stock Option Plan 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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rightsplan.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 line items appearing under the caption “CapitalizationStockholders’ Equity” in the Company’s consolidated balance sheet as of December 31, 2009 appearing in its Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to this Agreement, any employee benefit plansplans or dividend reinvestment plans described in the Disclosure Package and the Prospectus or upon exercise of outstanding options described in the Disclosure Package and the Prospectus, as the case may be, or upon the exercise redemption of outstanding options or warrants, in each case described in Common Units pursuant to the Registration Statement, the Time of Sale Prospectus and the ProspectusPartnership Agreement). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was 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. The Company has duly reserved a sufficient number of shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the units of partnership interest of the Operating Partnership. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rightsrights in all material respects.

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 Pricing Disclosure Package and the Prospectus). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Registration Statement, the Pricing Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company Common Stock (i) have been duly authorized and validly issued, are fully paid and nonassessable and (ii) have been issued in compliance with all federal and state securities laws, except, with respect to clause (ii) only, as previously disclosed in documents that the Company has filed in accordance with the Exchange Act. None of the outstanding shares of capital stock of the Company was 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 Pricing Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rightsrights and all such plans have been approved or adopted in accordance with applicable law, rule or regulations, including without limitation, the rules of the New York Stock Exchange.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights. The Common Shares to be issued in connection with the Founding Company Acquisitions have been duly authorized and, upon completion of the Founding Company Acquisitions in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable when issued as contemplated by the Merger Agreements (as hereinafter defined) and such Common Shares to be issued in the Founding Company Acquisitions will be subject to any preemptive or similar right.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock shares of beneficial interest of the Company is Trust 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 described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 CompanyTrust. There are no authorized or outstanding options, warrants, preemptive rights, co-sale rights, resale 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 shares of beneficial interest of the Company Trust or equity securities of any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s Trust'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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s '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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rightsrights and all such plans have been approved or adopted in accordance with applicable law, rule or regulations, including without limitation, the rules of the New York Stock Exchange.

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 incentive plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or upon exercise of outstanding options described in the Time of Sale Prospectus or the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus and the Prospectus. All Upon the completion of the Offering, all of the issued and outstanding shares of capital stock of the Company Common Stock will have been duly authorized and validly issued, are will be fully paid and nonassessable and will have been issued in compliance with all federal and state securities laws. None Upon the completion of the Offering, none of the outstanding shares of capital stock of the Company was Common Stock will have been issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock employee incentive 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 present 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 as of October 21, 2020 is as set forth in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus under the caption “Capitalization—Actual” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including capital stock of the Offered Securities) conform Company conforms in all material respects to the description thereof contained in the Time of Sale Prospectus, the Registration Statement and the IPO Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company securities was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the IPO Prospectus. The descriptions (gg) Sale of Securities of the Company’s stock option. No securities of the Company have been sold by the Company or by or on behalf of, stock bonus or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and other stock plans or arrangementsincluding the date hereof, and the options or other rights granted thereunder, set forth except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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 issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and, other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an authorized, issued and outstanding capital stock of the Company is capitalization as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under as of the caption “Capitalization” dates referred to therein (other than for subsequent issuancesthe grant of additional equity awards under the Company’s existing equity incentive plans and the issuance of its common stock, if anypar value $0.001 per share (the “Common Stock”) in settlement thereof, the issuance of Common Stock or securities convertible into Common Stock pursuant to employee stock purchase or benefit plansplans and the issuance of Common Stock in settlement thereof, or changes in the number of outstanding shares of Common Stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Stock outstanding options or warrantson the date hereof) and such authorized capital stock conforms, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered Securities) conform in all material respects respects, to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares 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 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 set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and securities of the options or other rights granted thereunder, set forth Company in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately is complete and fairly present accurate in all material respects respects. Except as disclosed in or contemplated by the information required Registration Statement, the Time of Sale Prospectus or the Prospectus (including any document incorporated by reference therein), and except for equity awards pursuant to be shown with respect to such the Company’s equity incentive plans and benefit plans, arrangementsas of the date referred to therein, the Company does not have outstanding any options and rightsto purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments to issue or sell, any shares of capital stock or other securities.

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 stock option plans or other 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 and the Prospectus). The Securities Class A Common Stock (including the Offered SecuritiesCommon Shares) and the Class B Common Stock, $0.01 par value per share (the "Class B Common Stock") conform in all material respects to the description descriptions thereof contained in the Time Prospectus. Prior to the transactions contemplated hereby and by the Prospectus, there are no shares of Sale ProspectusClass A Common Stock issued or outstanding. All of the issued and outstanding shares of capital stock of the Company Class B 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. The shares of Class A Common Stock to be issued upon conversion of the Class B Common Stock, such conversion to be in compliance with the terms and provisions of the Company's certificate of incorporation, will be validly issued, fully paid and nonassessable. None of the outstanding shares of capital stock of the Company was Class B 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 Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, Disclosure Package and will be set forth in the Time of Sale Prospectus and the Final Prospectus under the caption “Capitalization” (other than for subsequent issuancesissuances after the dates thereof, 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 Disclosure Package and the Final Prospectus, as the case may be). The Securities (Common Stock, including the Offered Securities) conform Shares, conforms and, in the case of the Final Prospectus, will conform, in all material respects to the description thereof contained in the Time Disclosure Package and the Final Prospectus. Since the effective date of Sale the Registration Statement and the date of the Preliminary Prospectus, the Company has not issued any securities other than Common Stock 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”) and options granted pursuant to the Plans in the ordinary course of business consistent with past practice, in each case as disclosed in the Disclosure Package and the Final Prospectus. All of the issued and outstanding shares of the capital stock of the Company 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 federal and state securities applicable laws. None Except as set forth in the Disclosure Package and the Final Prospectus, all of the outstanding shares of capital stock of the Subsidiaries are, and, at the filing of the Final Prospectus, will be, owned, directly or indirectly, by the Company, and such shares are, and, at the filing of the Final Prospectus, will be, held, free and clear of any security on interest mortgage, pledge, lien, encumbrance or claim. None of the outstanding shares of Common Stock of the Company was or 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 Company or such Subsidiary. Except for the Rights Agreement, dated June 14, 1999, by and between the Company and Computershare Trust Company. There , Inc. (as successor to U.S. Stock Transfer Corporation), 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 Statement, Disclosure Package and those that will be described in the Time of Sale Prospectus and the Final Prospectus. The descriptions 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 Prospectus Disclosure Package and the Final Prospectus does and will accurately and fairly present in all material respects the information required by the Act to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Securities (including Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities) conform Units, the Class C Warrants and the Underwriter's Warrants will comply in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Securities (including Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities) conform Class C Warrants and the Representative's Warrants will comply in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Pricing Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, 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). The Securities (including Shares, when issued pursuant to the Offered Securities) conform terms of this Agreement will conform, in all material respects respects, to the description thereof contained in the Time of Sale ProspectusPricing Disclosure Package. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company 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 Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsarrangements (each, a “Company Stock Plan”), 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 and fairly present presents, in all material respects respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company Common Stock owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None No further approval or authority of the shareholders or the Board of Directors is required for the issuance and sale of the Common Shares as contemplated herein. Neither the issuance of the Common Shares nor the issuance of the outstanding shares of capital stock of the Company was 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 accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions issued and outstanding shares of capital stock of each Subsidiary have been validly issued and are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. 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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) 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 Time of Sale Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present 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” 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 SEC Reports or as described in Section 4(e)(ii) of Sale Prospectus and the Prospectusthis Agreement). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale 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 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 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 descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus SEC Reports accurately and fairly present in all material respects presents 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 Guarantor is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital common stock of the Company Guarantor 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 common stock of the Company was Guarantor were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyGuarantor. 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 Guarantor, the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s and the Guarantor’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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options options, warrants or warrants, in each case rights described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesConversion Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company Common Stock 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 was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Significant Subsidiaries other than those described in the Registration StatementDisclosure Package and the Prospectus, or that have been granted pursuant to the Time of Sale Prospectus Company's employee benefit plans described in the Disclosure Package and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to presents and summarizes such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in 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, as the case may be). The Securities Ordinary Shares to be issued hereunder (including the Offered SecuritiesOrdinary 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 Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of 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 shares of capital stock of the Company was 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 descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present 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 as of December 31, 2010 is as set forth in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus Final Offering Memorandum under the caption “Capitalization.” (other than The authorized, issued and outstanding capital stock of Patni as of December 31, 2010 is as set forth Patni’s Annual Report on Form 20-F for subsequent issuancesthe year ended December 31, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Prospectus2010. All of the issued and outstanding shares of capital stock of the Company and each of the Subsidiaries, including Series B Preferred Stock issued to Viscaria, 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. The Series B Preferred Stock that will be issued upon the consummation of the Acquisition has been duly authorized and, upon payment therefor in accordance with the Acquisition Agreements, will be validly issued, fully paid and nonassessable and will be issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company was or the Subsidiaries was, or in the case of Series B Preferred Stock to be issued, 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 CompanyCompany or the Subsidiaries, as applicable. 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, including any Series B Preferred Stock, other than those accurately described in the Registration Statement, the Time of Sale Prospectus Document and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rightsFinal Offering Memorandum.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company capitalization is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “"Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Prospectus". All of the issued and outstanding shares of the capital stock of the Company have been duly authorized and validly issued, issued and are fully paid and nonassessable non-assessable and have been issued in compliance with all federal Federal and state State securities laws. All of the issued and outstanding capital stock of each subsidiary 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 (each, a "Lien"), except for the Liens under the Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of March 3, 2003, as modified by Modification No. 1 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of August 6, 2003, Modification No. 2 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of March 5, 2004, Modification No. 3 to Amended and Restated Loan Agreement among certain lenders, HSBC Bank USA, as agent, and Moog Inc. dated as of December 17, 2004 (the "Loan Agreement"). None of the outstanding shares of capital common stock of the Company was were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rightsrights under the Securities Act and Exchange Act.

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, or upon the exercise or conversion of outstanding options securities or warrants, in each case as described in the Registration Statement, the Time of Sale Prospectus and the Prospectustherein). The Securities (including Securities, the Offered PIPE Securities) conform , the Common Warrant Shares and the Pre-Funded Warrant Shares, when issued pursuant to the terms of this Agreement and the Transaction Documents will conform, in all material respects respects, to the description thereof contained in the Time of Sale ProspectusPricing Disclosure Package. All of the issued and outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in material compliance with all applicable federal and state securities laws. None of the outstanding shares of capital stock of the Company 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 Pricing Disclosure Package and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsarrangements (, 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 and fairly present 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 or incorporated by reference 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 warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present 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, Prospectus Supplement under the Time of Sale Prospectus caption "Capitalization" and the Base Prospectus under the caption “Capitalization” captions "Description of Capital Stock" and "Description of Warrants" (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described, or the description of which is incorporated by reference, in the Prospectus, upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, Prospectus or under the Time of Sale Prospectus Company's current dividend reinvestment and direct stock purchase plan (the Prospectus"DRIP")). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of the Company's 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 applicable federal and state securities laws. None of the outstanding shares of capital stock of the Company was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and 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 present 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 Statement and in each Prospectus and the Prospectus under the caption “Capitalization” Supplement (other than for subsequent issuancesissuances after the dates thereof, if any, pursuant to employee benefit plansplans described in any Prospectus Supplement, upon exercise or conversion of outstanding options, warrants or preferred stock described in any Prospectus Supplement, or upon through preferred stock dividends on the exercise of Company’s outstanding options or warrants, in each case preferred stock described in the Registration Statement, the Time of Sale any Prospectus and the ProspectusSupplement). The Securities (including the Offered Securities) Shares conform in all material respects to the description thereof contained in the Time Base Prospectus and the Prospectus Supplement. As of Sale ProspectusMay 13, 2019, there were 8,239,948 shares of common stock outstanding. Since May 13, 2019, the Company has not issued any securities other than Common Stock of the Company pursuant to the exercise or vesting of previously outstanding options or other equity awards in connection with the Company’s employee stock purchase and option plans (the “Plans”), options or other equity awards granted pursuant to the Plans in the ordinary course of business consistent with past practice, or preferred stock issued as a result of preferred stock dividends on the Company’s outstanding preferred stock, in each case as disclosed in the Base 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 federal and state securities laws, as applicable. Except as set forth in the Base 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 was or 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 Companysecurities. 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 Statement, the Time of Sale Base Prospectus and the Prospectuseach Prospectus Supplement. The descriptions 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 present in all material respects presents 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 or in any Prospectus Supplement, the Company does not have any 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.

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 Base Prospectus under the caption “Capitalization” "Description of Capital Stock" (other than for subsequent issuancesissuances after the dates thereof, if any, pursuant to employee benefit plans, plans described in the Base 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 Base Prospectus). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time Base Prospectus and the Prospectus Supplement. As of Sale ProspectusOctober 31, 2001, there were 37,591,548 shares of common stock outstanding, and as of December 31, 2001, there were 37,732,209 shares of common stock outstanding. Since December 31, 2001, the Company has not issued any securities other than Common Stock of the Company pursuant to the exercise of previously outstanding and privately granted options in connection with the Company's employee stock purchase and option plans (the "Plans") and options granted pursuant to the Plans in the ordinary course of business consistent with past practice, in each case as disclosed in the Prospectus Supplement. All of the issued and outstanding shares of capital stock of the Company Common Stock 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 federal and state securities laws, as applicable. None of the outstanding shares of capital stock of the Company was 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 Base Prospectus and the ProspectusProspectus Supplement. The descriptions description of the Company’s '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 present in all material respects presents the information required by the Act to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorizedAs of September 30, 2023, the issued and outstanding share capital stock and the authorized share capital as well as the conditional share capital of the Company is are as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, pursuant to the Company’s existing “at the market” program or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Shares (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of 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 and the Federal Act on the Amendment of the Swiss Civil Code Part Five: The Code of Obligations (the “CO”). None of the outstanding shares of capital stock of the Company Shares was issued in violation of any preemptive pre-emptive 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 pre-emptive rights, rights of first refusal or other rights to purchase, or equity or debt securities or other rights convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or similar 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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “"Capitalization” " (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Securities Common Stock (including the Offered SecuritiesShares) conform conforms in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s '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 present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Prospectus, or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration StatementProspectus or upon conversion of the shares of the Company’s preferred stock, par value $0.001 per share (the Time of Sale Prospectus and “Preferred Stock”) described in the Prospectus). The Securities Common Stock (including the Offered SecuritiesCommon Shares) and Preferred Stock conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of the Company Common Stock owned by Selling Stockholders) and Preferred 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 shares of capital stock of the Company was Common Stock or Preferred 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 (i) those accurately described in the Registration Statement, the Time of Sale Prospectus and (ii) rights of the purchasers of the Company’s Series B Preferred Stock to subscribe for and purchase shares in certain issuances by the Company, which rights were not exercised in connection with the offering described in the Prospectus. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock common 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, or upon the exercise of outstanding options or warrants, in each case plans described in the Registration Statement, the Time Disclosure Package and the Prospectus or upon exercise of Sale Prospectus outstanding options or redemption of outstanding OP Units described in the Registration Statement, the Disclosure Package and the Prospectus, as the case may be). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock of the Company Common Shares have been duly authorized and validly issued, are fully paid and nonassessable nonassessable. All of the issued and outstanding Common Shares have been issued in compliance with all federal and state securities lawslaws and, to the extent applicable, the requirements of the New York Stock Exchange (“NYSE”), in each case, except as would not reasonably be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock of the Company was 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 any securityholder of the Company. There Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, (i) there are no authorized or not outstanding options, warrantsrights (preemptive or otherwise) or warrant to purchase or subscribe for any Common Shares or any other securities of the Company and (ii) except for OP Units, preemptive rights, rights of first refusal or other rights to purchase, or there are no outstanding equity or debt securities convertible into or exchangeable or exercisable for, for any capital stock shares of beneficial interest of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the ProspectusCompany. The descriptions description of the Company’s stock share option, stock share bonus and other stock equity and incentive 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 present 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, plans described in the Base Prospectus or the Prospectus or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Securities Common Stock (including the Offered SecuritiesShares) conform in all material respects to the description thereof contained in the Time of Sale Base Prospectus and the Prospectus. All of the issued and outstanding shares of capital stock 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 shares of capital stock of the Company 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, 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 and the ProspectusProspectus and except for such rights as have been duly waived. The descriptions of the Company’s stock option, stock bonus bonus, stock purchase and other stock or equity incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all of the issued and outstanding capital stock of, or other equity interests in, each of its subsidiaries 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). The Securities (including the Offered Securities) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of capital stock of the Company and each of its subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of capital stock of the Company was 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 as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, all of the outstanding shares of capital stock and other equity interests, as the case may be, of the Company’s subsidiaries are owned by the Company, directly or indirectly through its subsidiaries, free and clear of all liens, encumbrances, equity or restrictions on transferability (other than those imposed by the Securities Act and the securities laws or blue sky laws of certain U.S. state or non U.S. jurisdictions) or voting restrictions. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present in all material respects presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, plans described in the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants, in each case warrants described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Securities Common Stock (including the Offered SecuritiesCommon Shares) conform conforms in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock Common Stock (including the shares of Common Stock owned by the Company 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 shares of capital stock of the Company was Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries subsidiary other than those accurately described in all material respects in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. The descriptions description of the Company’s stock option, stock bonus 1999 Employee Stock Option Plan and other stock plans or arrangements2006 Employee Incentive Plan, and the options or other rights granted thereunder, set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present summarizes in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.