Common use of Capitalization and Voting Rights Clause in Contracts

Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 2.2 hereto and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization and Voting Rights. The authorized, issued All of the outstanding shares of Common Stock and outstanding capital stock other securities of the Company is have been duly authorized and validly issued, and are fully paid and non-assessable. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities and/or as set forth in Schedule 2.2 hereto the SEC Reports, the Company is not a party to, and all issued and outstanding it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock and/or other securities of the Company are validly issued, fully paid and nonassessableCompany. Except as set forth in Schedule 2.2 hereto3.1(w), (i) the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants, options and/or any other securities of the Company when any such securities of the Company were issued complied with all applicable federal and state securities laws, and no current and/or prior holder of any securities of the Company has any right of rescission or damages or any “put” or similar right with respect thereto that would have a Material Adverse Effect. Except as set forth in Schedule 3.1(w), there are no bonds, debentures, notes or other indebtedness that are convertible into Company securities or have the right to vote on any matters on which stockholders of the Company may vote, there are no outstanding subscriptions, options, warrants, stock appreciation rights, phantom units, scrip, rights to subscribe to, preemptive rights, anti-dilutive rights, rights of first refusal or similar rights, puts, calls, commitments or agreements of any character relating to, or securities or rights convertible or exchangeable into or exercisable for, shares of capital stock or other voting or equity securities of or ownership interest in the Company Company, or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security issue additional shares of its capital stock or other equity or voting securities of or ownership interests in the Company or that otherwise obligate the Company to issue, transfer, sell, purchase, redeem or otherwise acquire, any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; foregoing, and (iii) there are no outstanding optionsvoting trusts, warrants, stockholder agreements, convertible securities, preemptive rights proxies or other rights agreements in effect to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Company Subsidiary is or may become bound a party with respect to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer (including preemptive rights, anti-dilutive rights, rights of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) first refusal or other governing documents similar rights, puts or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”calls). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization and Voting Rights. The authorized(a) As of September 21, 2020, the Company has 67,231,903 shares of Common Stock issued and outstanding. The Company has also (i) granted outstanding options under the Company’s equity incentive plans over, in aggregate, 6,228,240 shares of Common Stock, (ii) granted restricted stock units under the Company’s directors’ remuneration policy over 84,615 shares of Common Stock and (iii) issued warrants for the purchase of up to 5,821,137 shares of Common Stock, which are outstanding as of September 21, 2020. The issued share capital stock of the Company is as set forth in Schedule 2.2 hereto has been duly and all validly issued and outstanding shares of capital stock of the Company are validly issued, is fully paid and nonassessable. non-assessable. (b) Except as set forth described or referred to in Schedule 2.2 heretoSection 4.2(a) above, (i) arising pursuant to or referred to in the Agreement or arising pursuant to the Placing, as of the date of this Agreement, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any share capital or other equity interest in the Company, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company, any such convertible or exchangeable securities or any such rights, warrants or options. (c) Except as arising in connection with the Placing, no Person has any right to cause the Company to effect the registration under the 1933 Act of any securities of the Company. (d) The Company is not a party to or subject to any agreement or understanding relating to the voting of share capital of the Company or any the giving of its Subsidiaries which contain any preemptive, redemption written consents by a stockholder or similar provisions, nor is any holder of securities director of the Company or any Subsidiary entitled to preemptive or similar rights arising out Company. (e) The execution and delivery of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documentsthis Agreement, and there are no contractsthe transactions contemplated hereby, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price triggering of any outstanding security. The Company does not have outstanding stockholder purchase rights anti-dilution rights, or “poison pill” otherwise increase the number of shares of Common Stock issuable or decrease the exercise or conversion price, under any similar arrangement in effect giving warrant, option, convertible note or other instruments convertible or exchangeable for, any person the right to purchase any share capital or other equity interest interests in the Company upon (except for the occurrence issuance of certain eventsthe Purchased Shares and the issuance of Common Stock in the Placing).

Capitalization and Voting Rights. The authorizedauthorized capital of the Company as of the date hereof consists of (i) 5,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of which 740 are presently issued and outstanding, and (ii) 500,000,000 shares of Common Stock, of which 249,316,101 shares of Common Stock were issued and outstanding as of the date hereof. The Company has not issued any capital stock since its most recently filed periodic report under the 1934 Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the Company is as set forth in Schedule 2.2 hereto and all issued and outstanding shares of capital stock date of the Company are validly issuedmost recently filed periodic report under the 1934 Act. No Person has any right of first refusal, fully paid and nonassessablepreemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 2.2 hereto, (i) there are no outstanding securities a result of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities purchase and sale of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction DocumentsSecurities, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreementsscrip rights to subscribe to, convertible calls or commitments of any character whatsoever relating to, or securities, preemptive rights or other rights obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or to purchase or acquire, acquire any shares of capital stock of the Company or any Subsidiary Common Stock, or contracts, commitments, understandings, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue any additional shares of capital stock of the Company Common Stock or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities lawsCommon Stock Equivalents. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person Person (other than the SubscriberInvestors) and will not result in the adjustment a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain eventssuch securities.

Capitalization and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 2.2 hereto Transaction Documents and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2 Transaction Documents hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) except as set forth in Transaction Documents there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 Transaction Documents and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and except as set forth in Transaction Documents will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization and Voting Rights. (a) The authorizedorganization chart of the Group and the particulars of each Group Company contained in Section 3.2(a) of the Company Disclosure Letter are true, accurate and complete. (b) The validly issued share capital, registered capital or charter capital of each Group Company as of the date of this Agreement is set forth in Section 3.2(b) of the Company Disclosure Letter. All Equity Securities of each Group Company that are issued and outstanding capital stock (A) have been duly authorized, validly issued and are, except as disclosed in Section 3.2(b) of the Company is as set forth in Schedule 2.2 hereto and all issued and outstanding shares of capital stock of the Company are validly Disclosure Letter, fully paid, (B) were issued, fully paid in compliance in all material respects with applicable Law, and nonassessable. (C) were not issued in breach or violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right. (c) Except as set forth in Schedule 2.2 heretoSection 3.2(c) of the Company Disclosure Letter, as of the date of this Agreement, (i) there are no other authorized, outstanding securities or issued Equity Securities of any Group Company; (ii) no Group Company is obligated to issue, sell or transfer any Equity Securities of such Group Company other than (A) pursuant to the BF ESOP and (B) Equity Securities of the Company issuable upon conversion of the Company Preferred Shares; (iii) other than the Company Shareholders’ Agreement, no Group Company is a party or subject to any Contract that affects or relates to the voting or giving of its Subsidiaries which contain written consents with respect to, or the right to cause the redemption, or repurchase of, any preemptive, redemption Equity Security of such Group Company; (iv) no Group Company has granted any registration rights or similar provisionsinformation rights (other than under the Company Shareholders’ Agreement) to any other Person, nor is any holder of securities of the Group Company or any Subsidiary entitled obliged to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of list any of the Transaction Documents, its Equity Securities on any securities exchange; (v) there are no phantom shares and there are no contractsvoting or similar agreements entered into by a Group Company which relate to the share capital, commitmentsregistered capital or charter capital of such Group Company; (vi) no Group Company has outstanding any bonds, understandings debentures, notes or arrangements by other obligations the holders of which have the right to vote (or convertible into or exercisable for securities having the right to vote) with the shareholders of such Group Company on any matter or any agreements to issue such bonds, debentures, notes or other obligations; (viii) there are no Liens on Equity Securities of any Group Company or any of its Subsidiaries is arrangements or may become bound obligations to redeem a security create any such Liens; and (iv) no Group Company has any equity-based compensation or incentive, purchase or participation plans. (d) Section 3.2(d) of the Company or any of its Subsidiaries; Disclosure Letter sets forth detailed information with respect to each outstanding BF Award, including, with respect to each BF Award, as applicable, (i) the holder thereof, (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; details of the economic beneficiary interest corresponding to shares of BF underlying such BF Award, and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock the exercise price. The consummation of the Company Transactions will not accelerate or otherwise affect the vesting or exercisability of any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. BF Award. (e) Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock Section 3.2(e) of the Company pursuant Disclosure Letter, no Group Company owns, directly or indirectly, any interest in or has agreed to acquire, any interest, Equity Securities or other securities in any Person, and no Group Company is or was a participant in any joint venture, partnership or similar arrangement. No Group Company is obligated to make any investment in or capital contribution in or on behalf of any other Person. All the historical changes to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All share capital of each of the issued Group Companies and outstanding shares historical transfers of capital stock equity interest in each of the Group Companies were, in all material respects, made in compliance with the applicable Laws. (f) Except as set forth in Section 3.2(f) of the Company are validly issuedDisclosure Letter, fully paid and nonassessable and no Person (including any holder of Equity Securities in the shares of capital stock of Company or any other Group Company) has the Subsidiaries are owned by the Companyright to (whether pursuant to any Contract, free and clear Organizational Document or otherwise) require any Group Company to (i) issue any Equity Securities, or transfer or acquire any Equity Securities or other assets of any mortgagesPerson, pledges(ii) declare or pay any dividends or make any other distribution of, liensor any payment out of, claimsany Group Company’s assets (whether by dividends, chargesliquidation or otherwise), encumbrances or other restrictions (collectivelyiii) assume, “Encumbrances”). All guarantee or otherwise acquire the liabilities of such outstanding capital stock has been issued any Person, except for, in compliance with applicable federal and state securities laws. The issuance and sale the case of the Securities and, upon issuancesub-section (i) above, the Warrant Shares, as contemplated hereby will not obligate right for the holders of Equity Securities of the Company to issue shares receive Equity Securities of Common Stock or other securities to any other person (other than the SubscriberPubCo in such amounts and of such types as specified in Section 2.3(f) and will not result otherwise on the terms and conditions specified in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain eventsthis Agreement.

Capitalization and Voting Rights. (a) The authorized, issued and outstanding authorized capital stock of the Company is shall be as set forth in Schedule 2.2 3.2(a). (b) Schedule 3.2(b) hereto contains a list of all outstanding warrants, options, agreements, convertible securities and other commitments pursuant to which the Company is or may become obligated to issue, sell or otherwise transfer any Securities (as defined in Section 2(1) of the Securities Act of 1933) of the Company, which list names of all issued and outstanding Persons entitled to receive such Securities, indicates whether or not such Securities are entitled to any anti-dilution or similar adjustments upon the issuance of additional Securities of the Company or otherwise, sets forth the shares of capital stock and other Securities required to be issued thereunder (calculated after giving effect to all such anti-dilution and other similar adjustments resulting from the issuance of the Company are validly issuedWarrants) and the exercise or conversion price thereof, fully paid and nonassessable. as applicable. (c) Except as set forth in Schedule 2.2 hereto3.2(c), (i) there are no outstanding securities preemptive rights of first refusal or other similar rights to purchase or otherwise acquire shares of capital stock or other Securities of the Company pursuant to any Legal Requirement, any Fundamental Document of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or may be bound. Except as set forth in Schedule 3.2(c) or as contemplated by the Transaction Documents and the Fundamental Documents of the Company, the Company is not a party to any Encumbrance, and to the Knowledge of the Company, there is no other Encumbrance (such as a right of first refusal, right of first offer, proxy, voting trust or voting agreement), with respect to the sale or voting of any Securities of the Company (whether outstanding or issuable upon the conversion, exchange or exercise of outstanding Securities). (d) Except as set forth in Schedule 3.2(d), other than as required by the Certificate there are no obligations to redeem, repurchase or otherwise acquire shares of capital stock or other Securities of the Company pursuant to any Legal Requirement, any Fundamental Document of the Company or any agreement to which the Company is a party or may be bound. (e) All Securities issued by the Company have been either issued in transactions in accordance with or exempt from registration under the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or "blue sky" laws, and the Company has not violated the Securities Act or any applicable state securities or "blue sky" laws in connection with the issuance of any such Securities. All There are no restrictions upon the voting rights associated with, or the transfer of, any of the issued and outstanding shares of capital stock of the Company are validly issuedCompany, fully paid except as provided by (i) United States or state securities laws or (ii) the terms and nonassessable and the shares of capital stock provisions of the Subsidiaries Transaction Documents or as are owned by disclosed in the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions SEC Reports. (collectively, “Encumbrances”f) Except as set forth in Schedule 3.2(f). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights presently own or “poison pill” control, directly or indirectly, any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain eventsany other corporation, association, or other business entity or have any other Subsidiaries.

Capitalization and Voting Rights. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in Schedule 2.2 hereto the SEC Reports (as defined below) and, as of the date hereof, the Company has 57,505,208 shares of Common Stock issued and all outstanding and no shares of preferred stock, par value $0.001 per shares, issued and outstanding. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Schedule 2.2 hereto, (i) there There are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company. The Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) . Except grants made pursuant to the NEXGEL, Inc. 2019 Long-Term Incentive Plan, there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any SubsidiaryCompany, or secur­ities securities or rights convertible or exchangeable into shares of capital stock of the Company or any SubsidiaryCompany. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance in all material respects with applicable federal and state securities laws. The issuance and sale of the Securities Shares and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the SubscriberPurchasers) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder shareholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain events.

Capitalization and Voting Rights. (a) The authorizedCompany has a total stated capital (Grundkapital) of EUR250,000, issued and outstanding capital stock represented by the shares which represent all the equity interests (Geschäftsanteile) of the Company and are divided into 250,000 common shares (Stammaktien) with no par value (Stückaktien) (the “Company Capital Stock”). The Company has not issued, and does not have any obligations to issue, any phantom stock arrangements. (b) The Company Capital Stock are owned legally and beneficially by Seller hereto, free and clear of any Liens and include all ancillary rights (including any pre-emptive rights (Bezugsrechte)) attributable thereto. The Seller have not granted any Person any proxy or other rights with respect to the voting rights of Company Capital Stock nor are they a party to any arrangement or agreement (including any Stimmbindungsvertrag) granting such rights with respect to the Company Capital Stock. The Company Capital Stock are each duly authorized, validly issued, registered in the share register, fully paid, have not been repaid, and are not subject to assessment. Other than the Company Capital Stock, there are no other securities of the Company of any class or kind issued, reserved for issuance, convertible, or outstanding and there are no restrictions with respect to transferability of the Company Capital Stock. There are no options, offers, warrants, restricted stock, restricted stock units, stock appreciation rights, conversion rights, take-along rights, co-sale rights, preemptive rights, subscriptions or agreements or rights of any kind to subscribe for, or to sell or purchase, or commitments to issue (either formal or informal, firm or contingent), existing or future share or equity capital or securities of or interests or rights in the Company (whether debt, equity, or a combination thereof) or otherwise with respect to the equity of the Company (whether payable in equity, cash or otherwise) or obligating the Company or any shareholders to grant, extend, or enter into any such agreement or commitment. Except for the “Betriebführungsvertrag” by and between the Company and the Seller, which has been Made Available to Purchaser, the Company is not party to any other enterprise agreements within the meaning of Sections 291 and 292 AktG. The Company Group has never adopted, sponsored or maintained any stock option plan or any other plan or agreement providing for issuance of equity to any Person. (c) Schedule 2.3(c) of the Disclosure Schedule lists each entity in which the Company owns any shares of capital stock or any interest in, or controls, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity. Schedule 2.3(c) of the Disclosure Schedule lists each corporation, limited liability company, partnership, association, joint venture or other business entity of which the Company owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interest entitled to vote on the election of the members of the board of directors or similar governing body (each, a “Subsidiary”). Other than the Subsidiaries, the Company does not have and has never had any subsidiaries or affiliated companies and does not otherwise own and has never otherwise owned any shares of capital stock or any interest in, or control, directly or indirectly, any other corporation, limited liability company, partnership, association, joint venture or other business entity. Each entity listed on Schedule 2.3(c) of the Disclosure Schedule that is no longer in existence has been duly dissolved in accordance with its charter documents and the laws of the jurisdiction of its incorporation or organization and there are no outstanding liabilities or obligations (outstanding, contingent or otherwise), including taxes, with respect to any such entity. Each Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. Each Subsidiary has the corporate power to own its properties and to carry on its business as set forth currently conducted and as currently contemplated to be conducted. Each Subsidiary is duly qualified or licensed to do business and in Schedule 2.2 hereto good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business make such qualifications necessary. A true and all issued correct copy of each Subsidiary’s charter documents and bylaws, each as amended to date and in full force and effect on the date hereof, has been Made Available to Purchaser. The operations now being conducted by each Subsidiary are not now and have never been conducted under any other name. All of the outstanding shares of capital stock of each Subsidiary are owned of record and beneficially by the Company Company. All outstanding shares of stock of each Subsidiary are duly authorized, validly issued, fully paid and nonassessablenon-assessable and not subject to preemptive rights created by statute, the charter documents or bylaws of such Subsidiary, or any agreement to which such Subsidiary is a party or by which it is bound, and have been issued in compliance with all applicable legal requirements. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which any Subsidiary is a party or by which it is bound obligating the Subsidiary to issue, deliver, sell, repurchase or redeem, or cause to be issued, sold, repurchased or redeemed, any shares of the capital stock of such Subsidiary or obligating such Subsidiary to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call right, commitment or agreement. Except as set forth in Schedule 2.2 heretofor Seller’s ICON Phantom Stock Plan 2012 I (the “Seller Phantom Stock Plan”), (i) there are no other outstanding securities of the Company or any of its Subsidiaries which contain any preemptiveauthorized stock appreciation, redemption phantom stock, restricted stock unit, profit participation, or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or other similar rights arising out of any agreement (whether payable in equity, cash or understanding otherwise) with the Company or any Subsidiary by virtue of respect to any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither . Neither the Company nor any Subsidiary has agreed or is obligated to make any stock appreciation rights future investment in or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities contribution to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain eventsPerson.

Capitalization and Voting Rights. The authorized, issued Company represents the following regarding its capitalization and outstanding capital voting rights: (a) The Company has 8,238,811 shares of common stock outstanding. Attached as Schedule 3.3(a) is a list of the shareholders whose interest in the Company is as set forth equals or exceeds 5% of the shares outstanding. A complete list of shareholders and their share interests has been provided in Schedule 2.2 hereto and all issued and the Due Diligence Postings. (b) All outstanding shares of capital stock Equity Interests of the Company are validly issued, fully paid and nonassessableowned by the Shareholders in the numbers specified in the Company's Due Diligence Postings. Except as set forth for the contract rights of Xxxxxxx Xxxxx disclosed in Schedule 2.2 heretothe Due Diligence Postings, (i) there are no outstanding securities of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither the Company nor any Subsidiary has any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securitiesrights (including conversion, preemptive rights or other rights similar rights) agreements or commitments of any kind for the purchase or acquisition from the Company of any Equity Interests. All of the Equity Interests have been duly authorized and validly issued and are fully paid and are free from any liens, charges, claims or encumbrances. Except as disclosed in the Due Diligence Postings, the Company is not a party or subject to subscribe for any agreement or understanding, and, to the Company's knowledge, there is no agreement or understanding between any persons or entities, which affects or relates to the voting of any security of the Company. (c) The Company has no equity or other interest in any entity, beneficial or otherwise, or obligation to provide funds to or make any investments in, (the form of a loan, capital contribution or otherwise) in any such entity, or provide any guaranty with respect to the obligations of any entity or other person and the Company does not directly or indirectly, own or has agreed to purchase or otherwise acquire, any shares of capital stock of the Company or other equity or beneficial interest of, or any Subsidiary interest convertible into or contractsexchanged or exercisable for such capital stock or such equity or beneficial interest of any corporation or entity. There is no agreement, commitmentsarrangement, understandings, contract or arrangements by other commitment of any kind whatsoever (contingent or otherwise) pursuant to which the Company or any Subsidiary person is or may become bound entitled to issue receive any shares payment from Company based on the revenues or earnings or calculated in accordance therewith and there is no security of capital stock of the Company or any Subsidiary, or secur­ities or rights kind convertible into or exchangeable into shares for any such interests or equity of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest in the Company upon the occurrence of certain eventsbeneficial interest.

Capitalization and Voting Rights. The authorizedAs of the date hereof, issued and outstanding the authorized capital stock of the Company is as set forth in Schedule 2.2 hereto and all issued and the Company’s Annual Report on Form 20-F for the year ended December 31, 2014. Except as disclosed in the Public Reports (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities of the Company, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company are validly issuedor any of its Subsidiaries, fully paid and nonassessable. Except as set forth in Schedule 2.2 heretoor contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its Subsidiaries, (iiv) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act, (v) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; , (iivi) neither there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities as described in this Agreement and (vii) the Company nor any Subsidiary has does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement; and (iii) there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings, or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company or any Subsidiary, or secur­ities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary. Except as set forth in Schedule 2.2 and as otherwise required by law, there are no restrictions upon the voting or transfer of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges, encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the Warrant Shares, as contemplated hereby will not obligate the Company to issue shares of Common Stock or other securities to any other person (other than the Subscriber) and will not result in the adjustment of the exercise, conversion, exchange or reset price of any outstanding security. The Company does not have outstanding stockholder purchase rights or “poison pill” or any similar arrangement has furnished to the Investor true and correct copies of the Company's Constitution, as amended and as in effect giving on the date hereof (the "Constitution"), and summaries of the terms of all securities convertible into or exercisable for Ordinary Shares, if any, and copies of any person documents containing the right to purchase any equity interest material rights of the holders thereof in the Company upon the occurrence of certain eventsrespect thereto.