Common use of Capitalization Clause in Contracts

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. (i) The authorized share capital of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued outstanding ordinary shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of date hereof, the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Company has duly authorized and outstanding capitalizations as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall has authorized and outstanding capitalizations as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital.” (ii) None of the outstanding ordinary shares or equity interest of the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of the Company to issue, any nature outstanding to subscribe for ordinary shares, or to purchase any shares of Common Stock of other equity interest in, the Company or any other securities of its Subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding ordinary shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to Subsidiaries (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company’s Articles , directly or indirectly, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylawsrestriction on voting or transfer (collectively, “Liens”). There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities restrictions on transfer of the Company upon ordinary share under the filing laws of the Registration Statement Cayman Islands or the issuance or sale of the Common Shares hereunderUnited States.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Description of Capital Stock” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any other securities of than those described above or accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. (a) Section 4.03(a) of the Spotify Disclosure Letter sets forth, as of November 13, 2017, the issued share capital of Spotify, the number of issued and outstanding Spotify Securities and, on a collective basis for certain categories of holders of Spotify Securities, the ownership thereof; provided, however, that the representations set forth in this Section 4.03(a) shall not apply to any Contracts between shareholders to which Spotify is not a party. Spotify has no class of shares of capital stock authorized other than the Spotify Shares. (b) The Company has an authorized capitalization shares of the Spotify Group Companies other than Spotify are owned as set forth in the General Disclosure Package, and all Section 4.03(b) of the issued Spotify Disclosure Letter. All shares of capital stock of the Company Spotify Group Companies have been duly authorized and validly authorized and issued and are fully paid and and, where applicable, non-assessable; none . (c) The shares of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary Spotify Group Companies (other than directors’ qualifying sharesSpotify) are owned directly not subject to any Lien, there is no Contract to give or indirectly by the Company, free and clear create any Lien in respect of any liensshares of any Spotify Group Company (other than Spotify), encumbrances and no claim has been made by any Person to hold or security interestsbe entitled to any Lien in respect of any shares of any Spotify Group Company (other than Spotify). The material properties, rights and assets of the Spotify Group Companies are not subject to any Liens, there is no Contract to give or create any Lien in respect of the material properties, rights and assets of the Spotify Group Companies, and no claim has been made by any Person (including by any Person entitled to Liens arising by operation of Law) to hold or be entitled to any Lien in respect of the material properties, rights and assets the Spotify Group Companies. (d) No Spotify Group Company has any indebtedness, financial liabilities or financial obligations of any nature, except as described for indebtedness, financial liabilities or financial obligations (i) reflected or reserved in the General Spotify Financial Statements, or (ii) incurred after September 30, 2017 in the Ordinary Course of Business, or (iii) that would not constitute a Spotify Material Adverse Effect. (e) Except as disclosed in Section 4.03(e) of the Spotify Disclosure Package. Letter, there are no Contracts of any character whatsoever relating to, or securities or rights convertible or exchangeable for, or calling for, the issuance, allotment or delivery of any Spotify Securities or any securities in any Spotify Group Company or rights to exercise voting rights or any other similar right, which bind any Spotify Group Company. (f) The Common Acquired Spotify Shares will, when issued to TME Hong Kong at the Closing pursuant to this Agreement, (in an amount up to the Maximum Program Amounti) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreementauthorized, the Common Shares will be validly issued, fully paid and, where applicable, non-assessable and nonassessable(ii) represent 4.91706% of the Fully Diluted share capital of Spotify as of the Closing after giving effect to the issuance of the Acquired Spotify Shares. Upon the entry of TME Hong Kong as holder of the Acquired Spotify Shares in the shareholders’ register of Spotify in the manner contemplated by Section 2.04, TME Hong Kong will be the legal owner of, and have good, valid and marketable title to, the Acquired Spotify Shares, free and clear of all preemptive rights, claims, liens, charges, encumbrances Liens and security interests Permitted Liens. (g) Spotify AB is a wholly owned Subsidiary of any nature whatsoever, Spotify and no Person other than Spotify owns any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of Spotify AB. (h) No anti-dilution right, pre-emptive right, right of participation, right of first refusal, right of first offer or similar right of any Person will become exercisable as a result of (i) the CompanySpotify Shares Issuance, including (ii) the Common Sharesissuance of Spotify Shares upon the conversion or exchange, conforms as applicable, of the Convertible Notes in connection with the Tencent Hong Kong Secondary Purchase, or (iii) the issuance of a total of 11,786 Spotify Shares in connection with an acquisition identified to TME prior to the description contained date hereof, except, in the General Disclosure Package. Except case of clause (i), as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock Section 4.03(h) of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderSpotify Disclosure Letter.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly IHK consists of 50,000,000 shares of IHK Common Stock and validly authorized and 5,000,000 shares of preferred stock ("IHK Preferred Stock"). As of September 1, 1997, (i) 14,282,728 shares of IHK Common Stock are issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; outstanding, all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and which are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable; (ii) no shares of IHK Common Stock are held in the treasury of IHK; (iii) 773,860 shares of IHK Common Stock are reserved for future issuance pursuant to IHK Options and (iv) 333,334 shares of IHK Preferred Stock are reserved for issuance pursuant to the IHK Rights Agreement. Except for IHK Options heretofore granted pursuant to the IHK Stock Option Plan as set forth in Section 4.03 of the IHK Disclosure Schedule or pursuant to agreements or arrangements described in Section 4.03 of the IHK Disclosure Schedule and the IHK Purchase Rights, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of IHK or any IHK Subsidiary or obligating IHK or any IHK Subsidiary to issue or sell any shares of capital stock of, or other equity interests in, IHK or any IHK Subsidiary. All shares of IHK Common Stock and IHK Preferred Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and nonassessable. There are no outstanding contractual obligations of IHK or any IHK Subsidiary to repurchase, redeem or otherwise acquire any shares of IHK Common Stock or IHK Preferred Stock or any capital stock of any IHK Subsidiary. Each outstanding share of capital stock of each IHK Subsidiary is duly authorized, validly issued, fully paid and nonassessable and except as set forth in Section 4.03 of the IHK Disclosure Schedule each such share owned by IHK or another IHK Subsidiary is free and clear of all preemptive rightssecurity interests, liens, claims, lienspledges, chargesoptions, rights of first refusal, agreements, limitations on IHK's or such other IHK Subsidiary's voting rights, charges and other encumbrances and security interests of any nature whatsoever. Neither IHK nor any IHK Subsidiary directly or indirectly owns, other than any or has agreed to purchase or otherwise acquire, 5% or more of the foregoing created by Xxxxxxx Xxxxx. The capital stock of any corporation, partnership, joint venture or other business association or entity, assuming for such purpose the Companyconversion of all securities convertible into such capital stock held by IHK or any IHK Subsidiary and the exercise of all warrants, including options and other rights of IHK or any IHK Subsidiary to purchase such capital stock (other than the Common Shares, conforms to IHK Subsidiaries set forth in Section 4.01 of the description contained in the General IHK Disclosure PackageSchedule). Except as set forth in Section 4.03 of the General IHK Disclosure PackageSchedule, there are no material outstanding optionscontractual obligations of IHK or any IHK Subsidiary to provide funds to, warrantsor make any investment (in the form of a loan, conversion rightscapital contribution or otherwise) in, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company IHK Subsidiary or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this AgreementPerson. Except as set forth in for the ProspectusInvestor Agreement dated August 27, 1996, among IHK, Greencore Group plc and Earlsfort Holdings B.V., there are no restrictions upon voting trusts or other agreements or understandings to which IHK or any IHK Subsidiary is a party with respect to the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock of IHK or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderany IHK Subsidiary.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx XxxxxBNYMCM. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. (a) The Company has an authorized capitalization as set forth in the General Disclosure PackageCompany SEC Documents, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws and conform in all material respects to the description thereof contained in the Company SEC Documents. As of the date of this Agreement, there were 64,766,822 shares of Company Common Stock issued and 64,766,822 shares of Company Common Stock outstanding and 12,670,359 shares of Company Common Stock were issuable upon the exercise of all options, warrants and convertible securities outstanding as of such date. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder to subscribe for or purchase securities of the Company; all Company (including the CHOP Note and the license agreement with Astra Zeneca which obligates the Company to issue shares of Common Stock upon exercise of the issued option thereunder). There are no authorized or outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companystock, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities than those described above (including the CHOP Note and the license agreement with Astra Zeneca which obligates the Company to issue shares of Common Stock upon exercise of the option thereunder) or accurately described in the Company SEC Documents and herein. The description of the Company of any kind binding on Stock Plan, and the Company (except pursuant to dividend reinvestmentoptions or other rights granted thereunder, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. the Company SEC Documents, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights. (b) Except as set forth in Section 3.02(b) of the ProspectusCompany Disclosure Letter, other than the Company Equity Awards, as of the date hereof, there are no restrictions upon outstanding: (A) securities of the voting Company or transfer any of any its Subsidiaries convertible into or exchangeable for Voting Debt or shares of capital stock of the Company’s Common Stock pursuant ; (B) options, warrants, or other agreements or commitments to acquire from the Company or any of its Subsidiaries, or obligations of the Company or any of its Subsidiaries to issue, any Voting Debt or shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company’s Articles of Incorporation ; or bylaws. There are no agreements or other obligations (C) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightvalue rights, contractual or otherwise, to cause the Company to issue to it“phantom” stock, or to register pursuant to similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the Securities Actvalue or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or its Subsidiaries (the items in clauses (A), (B), and (C), together with the capital stock of the Company, being referred to collectively as “Company Securities”). All outstanding shares of Company Common Stock, all outstanding Company Equity Awards, and all outstanding shares of capital stock, voting securities, or other securities ownership interests in any Subsidiary of the Company upon the filing of the Registration Statement Company, have been issued or the issuance or sale of the Common Shares hereundergranted, as applicable, in compliance in all material respects with all applicable securities Laws.

Capitalization. The Company has an authorized capitalization as set forth in (a) Seller owns all of the General Disclosure PackageEquity Interests, and such Equity Interests constitute all of the issued shares of capital stock and outstanding equity interests of the Company NOARK Holding Companies. The Equity Interests have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued paid, and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessableSeller, free and clear of all preemptive rightsLiens, claimsother than transfer restrictions imposed on the Equity Interests pursuant to applicable securities Laws and liens under the Senior Secured Credit Facility. (b) AAP owns a 74% general partnership interest and a 1% limited partnership interest in NOARK, liensand MAP owns a 25% general partnership interest in NOARK, chargeswhich partnership interests collectively constitute all of the issued and outstanding equity interests of NOARK (the “NOARK Partnership Interests”). The NOARK Partnership Interests have been duly and validly issued and are fully paid, encumbrances and security held by AAP and MAP, free and clear of all Liens, other than transfer restrictions imposed on the NOARK Partnership Interests pursuant to applicable securities Laws and liens under the Senior Secured Credit Facility. (c) NOARK owns all of the issued and outstanding membership interests of each of OGG and OGT (the “NOARK Subsidiary Interests”), and such NOARK Subsidiary Interests constitute all of the issued and outstanding equity interests of the OGG and OGT, respectively. The NOARK Subsidiary Interests have been duly and validly issued and are fully paid, and are owned by NOARK, free and clear of all Liens, other than transfer restrictions imposed on the NOARK Subsidiary Interests pursuant to applicable securities Laws and liens under the Senior Secured Credit Facility. As of the date hereof, NOARK owns all of the issued and outstanding membership interests of NES, and such membership interests constitute all of the issued and outstanding equity interests of NES. The NES membership interests have been duly and validly issued and are fully paid, and, as of the date hereof, are owned by NOARK, free and clear of all Liens, other than transfer restrictions imposed on the NOARK Subsidiary Interests pursuant to applicable securities Laws and liens under the Senior Secured Credit Facility. (d) There are no outstanding (i) securities convertible into or exchangeable for the equity interests of any nature whatsoever, other than any member of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the CompanyNOARK Group, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding (ii) options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase or agreements subscribe for the equity interests of any nature outstanding to subscribe for or to purchase any shares of Common Stock member of the Company NOARK Group, (iii) contracts, commitments, agreements, understandings, or any other securities of the Company arrangements of any kind binding on the Company (except pursuant relating to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of any equity interest in any member of the Common Shares as described in this Agreement. Except as set forth in the ProspectusNOARK Group or any such convertible or exchangeable securities or any such options, there are no restrictions upon the voting warrants, or transfer rights, pursuant to which Seller or its property is subject or bound, or (iv) interests of any shares Person that would dilute the interests of Seller in any member of the Company’s Common Stock pursuant to NOARK Group. (e) Neither Seller nor any member of the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations NOARK Group has any obligation (contingent or otherwiseother) that may require the Company to repurchase purchase, redeem or otherwise acquire any shares of its Common Stockthe Equity Interests or to provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any other Person. No Person has Except for this Agreement, there is no voting trust or agreement, operating agreement, partnership agreement, pledge agreement, buy-sell agreement, agreement with any employee of a member of the NOARK Group, right of first refusal, preemptive right, contractual or otherwiseproxy relating to any equity securities or securities convertible into the equity securities of any member of the NOARK Group. Neither OGT nor OGG has any Subsidiaries and neither OGT not OGG owns, to cause the Company to issue to it, directly or to register pursuant to the Securities Actindirectly, any shares of capital stock stock, voting rights or other securities equity interests or investments in any other Person. (f) NOARK does not have any Subsidiaries, other than OGT, OGG and, as of the Company upon the filing date hereof, NES, and NOARK does not own, directly or indirectly, any shares of capital stock, voting rights or other equity interests or investments in any other Person other than OGT, OGG and, as of the Registration Statement or the issuance or sale date hereof, NES. None of the Common Shares hereunderNOARK Holding Companies has any Subsidiaries other than the Ozark Gas Companies or, as of the date hereof, NES, and none of the NOARK Holding Companies owns, directly or indirectly, any shares of capital stock, voting rights or other equity interests or investments in any Person other than the Ozark Gas Companies and, as of the date hereof, NES. None of the NOARK Holding Companies has, since its formation, engaged in any activities, held any assets or incurred any liabilities other than owning the NOARK Partnership Interests.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws, and conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder to subscribe for or purchase securities of the Company; all Company other than those that were waived or satisfied. As of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company other than those described above or any other securities of accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The Company has an authorized capitalization as set forth described or incorporated by reference in the Registration Statement, the General Disclosure PackagePackage or the Prospectus, and all of the issued shares of capital stock of the Company Company, including the Stock, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in material compliance with federal and state securities laws, and conform in all material respects to the description thereof contained or incorporated by reference in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in material compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company was Common Stock were issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described or incorporated by reference in the Company of any kind binding on General Disclosure Package. Since the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as date set forth in the ProspectusGeneral Disclosure Package, there are no restrictions the Company has not issued any securities other than Common Stock issued pursuant to the exercise of warrants or upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described or incorporated by reference in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. (i) The authorized number of shares of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued outstanding ordinary shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of date hereof, the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Company has duly authorized and outstanding shares as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall has authorized and outstanding capitalizations as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Shares.” (ii) None of the outstanding ordinary shares or equity interest of the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of the Company to issue, any nature outstanding to subscribe for ordinary shares, or to purchase any shares of Common Stock of other equity interest in, the Company or any other securities of its Subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding ordinary shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to Subsidiaries (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company’s Articles , directly or indirectly, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The authorized, issued and outstanding capital stock of the Company has an authorized capitalization is as set forth in the General Disclosure Package, Package and all the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the issued date set forth therein (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the General Disclosure Package and the Prospectus or pursuant to the exercise of convertible securities or options referred to in the General Disclosure Package and the Prospectus). The shares of issued and outstanding capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive preemptive, co-sale, registrations, right of refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock securityholder of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreementperson. Except as set forth disclosed in the Registration Statement, General Disclosure Package and Prospectus, there are no restrictions upon outstanding (A) securities or obligations of the voting Company or transfer any of its Subsidiaries convertible into or exchangeable for any equity interests of the Company or any such Subsidiary, (B) warrants, rights or options to subscribe for or purchase from the Company or any Subsidiary any such equity interests or any such convertible or exchangeable securities or obligations or (C) obligations of the Company or any Subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. Except as disclosed in the Registration Statement, General Disclosure Package and Prospectus, or as would not reasonably be expected to result in a Material Adverse Effect, there are no outstanding (A) securities or obligations of any shares Joint Venture convertible into or exchangeable for any equity interests of such Joint Venture, (B) warrants, rights or options to subscribe for or purchase from any Joint Venture any such equity interests or any such convertible or exchangeable securities or obligations or (C) obligations of the Joint Venture to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. The Company’s Common Stock has been registered pursuant to Section 12(b) of the 1934 Act and is authorized for trading on the New York Stock Exchange (“NYSE”). The Company is in compliance with the rules and regulations of the NYSE, including without limitation, the requirements for continued listing of the Common Shares on the NYSE, and, there are no actions, suits or proceedings pending or, to the Company’s Articles of Incorporation knowledge, threatened or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require contemplated, and the Company to repurchase has not received any notice from the NYSE, regarding the revocation of such or otherwise acquire any shares of its Common Stock. No Person has regarding the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale delisting of the Common Shares hereunderfrom the NYSE. The Company has notified the NYSE of its intention to apply to list the Securities on the NYSE and has taken, or prior to the Closing Time, will take, all other reasonable and necessary action to effect the listing of the Securities on the NYSE upon the closing of the transactions contemplated hereby.

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization”. All of the issued shares of outstanding share capital stock of the Company have has been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of . The Securities and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary Underwriter’s Securities have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenon-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and the Underwriter’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, free issuance and clear sale of the Securities and the Underwriter’s Securities has been duly and validly taken. When paid for and issued in accordance with the Underwriter’s Warrant or applicable transaction documents, the Underlying Shares (as defined herein) and the Ordinary Shares issuable upon exercise of the Underwriter’s Warrant will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Underlying Shares and the Ordinary Shares issuable upon exercise of the Underwriter’s Warrant are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, except as validly waived or complied with; and all corporate action required to be taken for the authorization, issuance and sale of the Underwriter’s Warrant has been duly and validly taken. None of the outstanding share capital of the Company were issued in violation of any preemptive rights, claims, liens, charges, encumbrances and security interests rights of any nature whatsoever, first refusal or other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock similar rights to subscribe for or purchase securities of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth disclosed in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements of any nature outstanding to subscribe for instruments convertible into or to purchase exchangeable or exercisable for, any shares of Common Stock of of, or other equity interest in, the Company or any other securities of its subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the Company’s Articles subsidiaries, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all applicable securities laws and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interestsclaims, except to the extent that such liens, encumbrances, equities or claims would not reasonably be expected to have a Material Adverse Effect. Except for the issuances of options or restricted stock units pursuant to an equity incentive plan, since the respective dates as described of which information is provided in the General Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, the Pre-Funded Warrants and the Warrants, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of will conform in all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any material respects to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as set forth in The Pre-Funded Warrant Shares and the General Disclosure PackageWarrant Shares, there are no outstanding optionswhen issued, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe paid for or to purchase any shares of Common Stock and delivered upon due exercise of the Company or any other Pre-Funded Warrants and the Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentpreemptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderrights.

Capitalization. (i) The authorized share capital of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued outstanding shares of capital common stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock for as provided herein or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to Warrant, as the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreementcase may be, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The date hereof, the Company has the authorized and outstanding capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Capital Stock,” and as of the Closing Date, the Company shall have the authorized and outstanding capital stock as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Capital Stock.” (ii) None of the outstanding shares of common stock or equity interest of the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of any nature outstanding the Company to subscribe for or to purchase issue, any shares of Common Stock of common stock, or other equity interest in, the Company or any other securities of its Subsidiaries. All of the Company outstanding shares of common stock of, or other equity interest in, each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or indirectly through a subsidiary, free and clear of any kind binding security interest, mortgage, pledge, lien, encumbrance, charge, claim or restriction on the Company voting or transfer (except pursuant to dividend reinvestmentcollectively, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement“Liens”). Except as set forth in the Prospectus, there There are no restrictions upon the voting or on transfer of any the shares of the Company’s Common Stock pursuant common stock under the laws of the State of Delaware or the United States, other than with respect to shares of the Company’s Articles common stock of Incorporation the Company that are restricted securities, as defined by the Securities Act, and shares of the Company’s common stock that are subject to Lock-Up Agreements pursuant to this Agreement. (iii) The shares of common stock issuable upon exercise of the Underwriters’ Warrants (the “Warrant Shares”) will be duly authorized and validly reserved for issuance upon exercise of the Underwriters’ Warrants in a number sufficient to meet the exercise requirement thereunder and, when issued in accordance with the terms of the Underwriters’ Warrants, such Warrant Shares will be validly issued, fully paid and non-assessable, free and clear of any Liens (other than Liens incurred by the holder thereof), and the issuance of such Warrant Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or bylawssimilar rights. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities restrictions on transfers of the Company upon Warrant Shares under the filing applicable laws, including the laws of the Registration Statement State of Delaware or the issuance or sale of United States other than compliance with the Common Shares hereunderUnited States federal and state securities laws.

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization”. All of the issued shares of outstanding share capital stock of the Company have has been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of . The Securities and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary Underwriter’s Securities have been duly and validly authorized and and, when issued and are paid for as contemplated herein, will be validly issued, fully paid and non-assessable; the holders thereof are not and all shares will not be subject to personal liability by reason of capital stock being such holders; the Securities and the Underwriter’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, free issuance and clear sale of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to Securities and the Maximum Program Amount) have Underwriter’s Securities has been duly and validly authorized by all necessary corporate action on the part of the Companytaken. When paid for and issued against payment therefor as provided in this Agreementaccordance with the Underwriter’s Warrant Agreement or applicable transaction documents, the Common Underlying Shares will be validly issued, fully paid and nonassessablenon-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Underlying Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, free issuance and clear sale of all the Underwriter’s Warrant Agreement has been duly and validly taken. None of the outstanding share capital of the Company were issued in violation of any preemptive rights, claims, liens, charges, encumbrances and security interests rights of any nature whatsoever, first refusal or other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock similar rights to subscribe for or purchase securities of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth disclosed in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements of any nature outstanding to subscribe for instruments convertible into or to purchase exchangeable or exercisable for, any shares of Common Stock of of, or other equity interest in, the Company or any other securities of its subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the Company’s Articles subsidiaries, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The Company has an authorized and outstanding capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus (subject, in each case, to the issuance of the Shares and/or Pre-Funded Warrants and Warrants under this Agreement, the grant of equity awards under existing equity award plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus). All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all applicable securities laws and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and issued, are fully paid and non-assessable; assessable and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interestsclaims, except to the extent that such liens, encumbrances, equities or claims would not reasonably be expected to have a Material Adverse Effect. Except for the issuances of options or restricted stock units pursuant to an equity incentive plan, since the respective dates as described of which information is provided in the General Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, the Pre-Funded Warrants and the Warrants, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of pre-emptive, registration or similar rights and clear of will conform in all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any material respects to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as set forth in The Pre-Funded Warrant Shares and the General Disclosure PackageWarrant Shares, there are no outstanding optionswhen issued, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe paid for or to purchase any shares of Common Stock and delivered upon due exercise of the Company or any other Pre-Funded Warrants and the Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentpre-emptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderrights.

Capitalization. The authorized, issued and outstanding capital stock of the Company has an authorized capitalization is (or will be at the Closing Time) as set forth in the General Disclosure PackageProspectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, and all if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options referred to in the issued Prospectus). The shares of issued and outstanding capital stock of the Company Company, including the Securities to be purchased by the Underwriters from the Selling Shareholders, have been duly and validly authorized and have been (or will be at the Closing Time) validly issued and are (or will be at the Closing Time) fully paid and non-assessable; none of the outstanding shares of capital stock of the Company Company, including the Securities to be purchased by the Underwriters from the Selling Shareholders, was (or will be at the Closing Time) issued in violation of the preemptive or other similar rights of any securityholder of the Company; the shares of Common Stock to be issued by the Company in connection with the Pre-Offering Transactions, including the Securities to be purchased by the Underwriters from the Selling Shareholders, have been duly authorized and as of the Closing Time will be validly issued and fully paid and non-assessable and will not be issued in violation of the preemptive or other similar rights of any securityholder of the Company and will not trigger any anti-dilution rights of any security holder of the Company; all the sale of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock by the Company to the Underwriters will not trigger any anti-dilution rights of any securityholder of the Company and the sale of shares of Common Stock by the Selling Shareholders to the Underwriters will not trigger any co-sale or tag-along rights or other similar rights of any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares securityholder of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all (a) All of the issued shares of capital stock and outstanding Equity Securities of the Company have been duly authorized and validly authorized issued in accordance with all Laws, including all applicable federal securities Laws, and issued the organizational documents of the Company, and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was nonassessable and are not subject to, nor were they issued in violation of the preemptive or other similar rights of of, any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or similar rights, and are free and clear of all Liens and other rights restrictions (including any restriction on the right to vote, sell or agreements otherwise dispose of any nature outstanding to subscribe for or to purchase any shares of Common Stock such Company Shares). Section 5.06(a) of the Company or any other securities Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the Equity Securities of the Company that are authorized, issued or outstanding and the holders of any kind binding on such equity interests, and with respect to the Company (except pursuant to dividend reinvestmentOptions, stock purchase or ownershipthe date of grant, stock optionexpiration date, director or employee benefit plans ) exercise price and there are no outstanding securities or instruments of the vesting schedule for each Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this AgreementOption. Except as set forth in Section 5.06(a) of the ProspectusCompany Disclosure Schedule, there are no restrictions upon other authorized, issued or outstanding equity or equity-based interests of the voting or transfer Company. The treatment of the Company Options as set forth in Section 4.02 is permissible under the terms of the Company Equity Plan and award agreements thereunder and any other governing documentation. (b) Set forth on Section 5.06(b) of the Company Disclosure Schedule is (i) the capitalization of each direct and indirect Subsidiary of the Company, including the number of equity interests authorized, issued and outstanding (including the holder of any shares such equity interests) for each such Subsidiary and (ii) the name of each other corporation, limited liability company, trust, partnership, joint venture or other entity in which the Company or any of its Subsidiaries owns equity interests and the amount and percentage of such interests. The outstanding equity interests of each of the Company’s Common Stock pursuant to Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding equity interests of such Subsidiaries free and clear of any Liens other than Permitted Liens. (c) There are (i) no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for any equity interests of the Company or any Subsidiary of the Company’s Articles , or any other Contracts to which the Company or any of Incorporation its Subsidiaries is a party or bylawsby which the Company or any of its Subsidiaries is bound obligating the Company or a Subsidiary of the Company to issue, transfer, register or sell, or cause to be issued, transferred, registered or sold, any equity interests in or debt securities of, the Company or a Subsidiary of the Company or obligating the Company or a Subsidiary of the Company to grant, extend or enter into options, warrants, calls, rights, subscriptions or other securities, and (ii) no equity equivalents, equity appreciation rights, stock options, restricted stock or restricted stock units, phantom equity ownership interests, profits interests or similar rights in the Company or any Subsidiary of the Company. There are no agreements or other outstanding contractual obligations (contingent or otherwise) that may require of the Company or any of its Subsidiaries to repurchase repurchase, redeem or otherwise acquire any shares of its Common Stock. No Person has the right, contractual securities or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities equity interests of the Company upon the filing or any Subsidiary of the Registration Statement Company. There are no outstanding bonds, debentures, notes or the issuance or sale other Indebtedness of the Common Shares hereunderCompany or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the equityholders of the Company or any Subsidiary of the Company may vote. Each Company Option was granted with a per share exercise price that was no less than the fair market value of a Company Share on the date of grant and in accordance with, or pursuant to compliant reliance on an exemption from, applicable securities law. None of the Company or any of its Subsidiaries is a party to any equityholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Company or any Subsidiary of the Company. There are no declared but unpaid dividends or other distributions with regard to any issued and outstanding equity interests of the Company or any Subsidiary of the Company.

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization and Indebtedness.” All of the issued outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Firm Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof). None of all the outstanding shares of the Company were issued in violation of any preemptive rights, claims, liens, charges, encumbrances and security interests rights of any nature whatsoever, first refusal or other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock similar rights to subscribe for or purchase securities of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth disclosed in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements of any nature outstanding to subscribe for instruments convertible into or to purchase exchangeable or exercisable for, any shares of Common Stock of of, or other equity interest in, the Company or any other securities of its subsidiaries. All of the Company outstanding shares of, or other equity interest in, each of the Company’s subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the Company’s subsidiaries, free and clear of any kind binding security interest, mortgage, pledge, lien, encumbrance, charge, claim or restriction on voting or transfer, except as otherwise disclosed in the Company (except pursuant to dividend reinvestmentRegistration Statement, stock purchase or ownership, stock option, director or employee benefit plans ) the Pricing Disclosure Package and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this AgreementFinal Prospectus. Except as set forth disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no restrictions upon the voting or on transfer of any shares the Ordinary Shares under the laws of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightCayman Islands, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement Singapore or the issuance or sale of the Common Shares hereunderUnited States.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. (a) The authorized and issued membership and limited liability company interests of the Company has an authorized capitalization as consist solely of those amounts set forth in the General Disclosure PackageSchedule annexed hereto and no membership or limited liability interests of the Company are issued or outstanding that are not set forth on the Disclosure Schedule, and all no such interests will be issued or outstanding as of the Closing Date that are not set forth on Disclosure Schedule, except for such interests issued shares pursuant to the exercise of capital stock outstanding Company Options listed on Disclosure Schedule. The Disclosure Schedule sets forth all holders of unvested membership or limited liability interests, and for each such owner thereof: (i) the number of unvested membership or limited liability interests, (ii) the terms of the Company’s or any other party’s rights to repurchase or acquire such membership or limited liability interests, (iii) the schedule on which such rights lapse and (iv) whether such repurchase rights lapse in full or in part as a result of any of the transactions contemplated by this Agreement or any other agreement or upon any other event or condition. True and complete copies of the membership or limited liability interests issued and the limited liability company agreement of the Company have been provided to Buyer. The Company holds no treasury membership or limited liability interests. All issued and outstanding membership or limited liability interests of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, are fully paid and nonassessable, free were not issued in violation of and clear are not subject to any right of rescission, right of first refusal or preemptive right, and have been offered, issued, sold and delivered by the Company in compliance with all preemptive rights, claims, liens, charges, encumbrances requirements of Applicable Law and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as all requirements set forth in applicable Contracts. There is no Liability for dividends or distributions accrued and unpaid by the General Disclosure Package, there Company. (b) There are no outstanding stock appreciation rights, options, warrants, conversion calls, rights, subscription rightscommitments, conversion privileges or preemptive or other rights or Contracts outstanding to purchase or otherwise acquire any shares membership or limited liability interests or any securities or debt convertible into or exchangeable for Company membership or limited liability interests or obligating the Company or to grant, extend or enter into any such option, warrant, call, right, commitment, conversion privilege or preemptive or other right or Contract. There are no voting agreements, registration rights, rights of first refusal refusal, preemptive rights, co-sale rights or other rights or agreements of restrictions applicable to any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an GSI’s authorized capitalization capital ownership interests consists solely of 1,000,000 GSI Shares, as set forth in the General Disclosure Packageof date hereof. There are 1,000,000 GSI Shares outstanding and no other authorized or issued GSI Shares or other measure of capital ownership of GSI. There are no agreements, and all arrangements or understandings to which GSI is a party (written or oral) to issue any other GSI Shares or other measures of capital ownership of GSI. All of the issued shares of capital stock of the Company have been outstanding GSI Shares were duly and validly authorized and issued and fully paid, are fully paid and non-assessable; none assessable and free of the outstanding shares of capital stock of the Company was preemptive rights, and were issued in violation of the preemptive or other similar rights of any security holder of the Company; compliance with all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly applicable state and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Packagefederal securities laws. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor Except as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageGSI Schedule, there are no outstanding (A) options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase from GSI any GSI Shares or agreements other measures of capital ownership of GSI; (B) debt securities or instruments convertible into or exchangeable for GSI Shares or other measures of capital ownership of GSI; or (C) commitments of any nature outstanding to subscribe kind for the issuance of additional GSI Shares or to purchase any shares of Common Stock of the Company options, warrants or any other securities of the Company GSI. There are no options or other rights to acquire such Shares or other measures of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) capital ownership and there are no outstanding securities preemptive rights or instruments of the Company containing anti-dilution agreements, arrangements or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company understandings to issue preemptive rights with respect to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of any GSI Shares or other measures of capital ownership of GSI created by statute, the Common Certificate of Incorporation or Bylaws, or any agreement or other arrangement to which GSI is a party or to which it is bound and there are no agreements, arrangements or understandings to which GSI is a party (written or oral) pursuant to which GSI has the right to elect to satisfy any liability by issuing any GSI Shares hereunderor other measures of capital ownership of GSI. Other than the Bylaws, GSI is not a party or subject to any agreement or understanding, and, to GSI's knowledge, there is no agreement, arrangement or understanding between or among any persons which affects, restricts or relates to voting, giving of written consents, distributions, allocation of profits and losses, or transferability of Shares or other measures of capital ownership of GSI, including any voting trust agreement or proxy.

Capitalization. (i) The authorized number of shares of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued shares of capital stock outstanding Class A Ordinary Shares of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of date hereof, the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Company has duly authorized and outstanding shares as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall has authorized and outstanding capitalizations as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Shares.” (ii) None of the outstanding Class A Ordinary Shares or any other equity interest of the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of the Company to issue, any nature outstanding to subscribe for Class A Ordinary Shares or to purchase any shares of Common Stock of other equity interest in, the Company or any other securities of its Subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding Class A Ordinary Shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to Subsidiaries (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company’s Articles , directly or indirectly, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and to the Company’s knowledge, all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageApplicable Time, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the General Disclosure Package. Since the Applicable Time, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The authorized, issued and outstanding shares of capital stock of the Company has an authorized capitalization are as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including common units of partnership interests in the Operating Partnership (the “Common OP Units”)). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none . None of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder securityholder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The outstanding OP Units (as defined below) have been duly and validly authorized and issued for issuance by the Operating Partnership to the holders thereof and are fully paid validly issued. Except for the 5.875% Series A Cumulative Redeemable Preferred Units of the Operating Partnership, 5.875% Series B Cumulative Redeemable Preferred Units of the Operating Partnership, 5.625% Series C Cumulative Redeemable Preferred Units of the Operating Partnership and non-assessable; the Series 1 CPOP Units and all shares of capital stock the Series 2 CPOP Units (collectively, the “Preferred OP Units” and together with the Common OP Units, the “OP Units”) or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to Package and the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part Prospectus, there are no other OP Units outstanding as of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, date hereof other than any of the foregoing created those owned by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackagePackage and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal warrants or other rights to purchase, agreements or agreements of other obligations to issue, or rights to convert any nature outstanding to subscribe for obligations into or to purchase exchange any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any interests for shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements its subsidiaries’ capital stock, including OP Units or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities ownership interests of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderOperating Partnership.

Capitalization. (a) The Company has an authorized capitalization as GTY SEC Filings set forth in the General Disclosure Packageauthorized, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none outstanding Capital Stock of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure PackageGTY. Except as set forth in the General Disclosure PackageGTY SEC Filings filed prior to the date of this Agreement, except for the rights of holders of GTY Public Shares to have their GTY Public Shares redeemed for cash held in the Trust Account and except as contemplated by this Agreement and the Ancillary Agreements, (i) there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued Capital Stock of GTY or obligating GTY to issue or sell any shares of Capital Stock; and (ii) there are no outstanding optionscontractual obligations of GTY to repurchase, warrants, conversion rights, subscription rights, preemptive rights, rights redeem or otherwise acquire any Capital Stock of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any GTY. All shares of GTY Common Stock subject to issuance as aforesaid, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. All outstanding GTY Class A Ordinary Shares and GTY Class B Ordinary Shares have been issued in compliance, in all material respects, with all applicable Laws, including securities Laws, and all requirements set forth in applicable contracts. (b) GTY owns, directly or indirectly (through one or more of its Subsidiaries), all of the Company issued and outstanding Capital Stock of each Subsidiary of GTY. No GTY Party owns, directly or indirectly, any Capital Stock of, or has any commitment to contribute to the capital of, share in any losses of, to make loans or otherwise provide financial support to or on behalf of, any other securities of the Company of any kind binding on the Company Person (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreementexcluding GTY Parties). Except as set forth in the ProspectusSection 3.3(b) of GTY’s Disclosure Schedule, (i) there are no restrictions upon options, warrants or other rights, agreements, arrangements or commitments of any character relating to the voting issued or transfer unissued Capital Stock of the Subsidiaries of GTY or obligating of the Subsidiaries of GTY to issue or sell any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There Capital Stock; and (ii) there are no agreements or other outstanding contractual obligations (contingent or otherwise) that may require of the Company Subsidiaries of GTY to repurchase repurchase, redeem or otherwise acquire any shares of its Common Capital Stock. No Person has All Capital Stock set forth in Section 3.3(b) of GTY’s Disclosure Schedule, upon issuance on the right, contractual or otherwise, to cause terms and conditions specified in the Company to issue to it, or to register instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid and non-assessable. (c) Upon the Securities ActClosing, the Merger Shares will be duly authorized, validly issued, fully paid and non-assessable, and shall be issued without violation of any shares preemptive rights of capital stock or any third party free and clear of any Liens, other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderthan Permitted Liens.

Capitalization. The share capital of the Company has an authorized capitalization is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise of convertible securities or options referred to in the issued shares of Registration Statement, the General Disclosure Package and the Prospectus). The outstanding share capital stock of the Company have has been duly authorized and validly authorized and issued and are is fully paid and non-assessable; none . None of the outstanding shares of capital stock of the Company was were issued in violation of the preemptive or other similar rights of any security holder securityholder of the Company; all . The holders of outstanding Ordinary Shares, par value US$0.00001 per share, of the issued shares of capital stock Company as described in the Registration Statement, the General Disclosure Package and the Prospectus are not entitled to preemptive or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and rights to acquire the Shares or the ADSs; there are fully paid and non-assessable; and all shares of capital stock no outstanding securities convertible into or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly exchangeable for, or indirectly by warrants, rights or options to purchase from the Company, free or obligations of the Company to issue, Ordinary Shares or any other class of share capital of the Company except as set forth in the Registration Statement, the General Disclosure Package or the Prospectus under the captions “Description of Share Capital”, “Management— Compensation of Directors and clear Executive Officers — Share Incentive Plan”, and “Related Party Transactions”; the Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the Depositary against issuance of any liensADRs evidencing ADSs; the ADSs, encumbrances when issued and delivered against payment therefor, will be freely transferable by the Company to or security interestsfor the account of the several Underwriters and (to the extent described in the Registration Statement, the General Disclosure Package and the Prospectus) the initial purchasers thereof; and there are no restrictions on subsequent transfers of the Shares or the ADSs under the laws of the Cayman Islands, the Peoples Republic of China (the “PRC”) or the United States except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this AgreementRegistration Statement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Package and the Prospectus under the captions “Description of Share Capital”, “Description of American Depositary Shares” and “Shares Eligible for Future Sale”; except as set forth disclosed in the Registration Statement, the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) Package and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from any of the voting Group Entities, or transfer obligation of any shares of the Company’s Common Stock pursuant Group Entities to the Company’s Articles issue, equity shares or any other class of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire share capital of any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderGroup Entities.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. As of the date specified therein, the Company has an outstanding capitalization as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all applicable securities laws and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and issued, are fully paid and non-assessable; assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) the Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interestsclaims, except to the extent that such liens, encumbrances, equities or claims would not reasonably be expected to have a Material Adverse Effect. Except for the issuances of options or restricted stock units pursuant to an equity incentive plan, since the respective dates as described of which information is provided in the General Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, the Pre-Funded Warrants and the Warrants when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of pre-emptive, registration or similar rights and clear of will conform in all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any material respects to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as set forth in The Pre-Funded Warrant Shares and the General Disclosure PackageWarrant Shares, there are no outstanding optionswhen issued, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe paid for or to purchase any shares of Common Stock and delivered upon due exercise of the Company or any other Pre-Funded Warrants and the Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentpre-emptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderrights.

Capitalization. The Company has an authorized capitalization as information set forth under the caption “Capitalization” in the General Statutory Prospectus (and any similar sections or information, if any, contained in the Disclosure Package, and all ) is fairly presented on a basis consistent with the Company’s financial statements. The Series A Preferred Stock of the Company conforms as to legal matters to the description thereof contained in the Preliminary Prospectus and the Prospectus under the caption “Description of the Series A Preferred Stock” (and any similar sections or information, if any, contained in the Disclosure Package). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none 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 the any preemptive rights, rights of first refusal or other similar rights of to subscribe for or purchase or acquire any security holder securities of the Company; all Company or any of the issued its subsidiaries. There are no authorized or outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companystock, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities than as described in the Registration Statement, the Prospectus and the Disclosure Package. The description of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, Company’s stock option, director stock bonus and other stock plans or employee benefit plans ) arrangements, and there are no outstanding securities the options or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares other rights granted thereunder, as described in this Agreementthe Registration Statement, Disclosure Package and Prospectus, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Except The issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and, except as set forth on Schedule II hereto or to the extent set forth in the Registration Statement, Disclosure Package and the Prospectus, there are no restrictions upon owned directly by the voting Company or transfer of any shares by another wholly-owned subsidiary of the Company’s Common Stock pursuant to , except for the Company’s Articles security interests, in each case as described in the Registration Statement, Disclosure Package and Prospectus (collectively, the “Permitted Encumbrances”), are free and clear of Incorporation any lien, encumbrance, security interest, claim or bylaws. There are no agreements or charge, other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to itthan those described in, or to register pursuant to the Securities Actincorporated by reference into, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or and the issuance or sale of the Common Shares hereunderProspectus.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except The Warrant Shares and the Units issuable upon the exercise of the Representative Warrant (such Units, the “Representative Warrant Units”), when issued, paid for and delivered upon due exercise of the Warrants or the Representative Warrant, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Conversion Shares, when issued, paid for and delivered upon conversion of the Preferred Stock, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Conversion Shares, Warrant Shares and the Representative Warrant Units have been reserved for issuance. The Warrants and the Representative Warrant, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as The shares of Common Stock issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Underwriter Warrants will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Underwriter Warrant Shares have been reserved for issuance. The Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. (a) The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of MegaSys (the Company have been duly and validly authorized and MegaSys Capital Stock) consists of 6,000,000 shares of MegaSys Common Stock (the “MegaSys Common Stock”). As of the date hereof, (i) 2,900,000 shares of MegaSys Common Stock are issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; outstanding, all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been which are duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyauthorized, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear (ii) no shares of all preemptive MegaSys Common Stock are held in the treasury of MegaSys. As of the date hereof, the outstanding shares of MegaSys Common Stock are owned as set forth in Schedule 2.2 of the MegaSys Disclosure Schedule. Schedule 2.2 of the MegaSys Disclosure Schedule also provides an accurate and complete description of the terms of each purchase or repurchase option, right of first refusal or similar agreement to which any shares of the MegaSys Common Stock is subject. (b) There are no options, warrants or other rights, claimsagreements, liens, charges, encumbrances and security interests arrangements or commitments of any nature whatsoevercharacter, other than any of whether or not contingent, relating to the foregoing created by Xxxxxxx Xxxxx. The issued or unissued capital stock of MegaSys or obligating MegaSys to issue or sell any share of capital stock of, or other equity interest in, MegaSys. (c) MegaSys does not have outstanding any bonds, debentures, notes or other obligations the Companyholders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of MegaSys on any matter. (d) All of the securities offered, including sold or issued by MegaSys (i) have been offered, sold or issued in compliance with the Common Sharesrequirements of all applicable securities laws and (ii) are not subject to any preemptive right, conforms to the description contained in the General Disclosure Package. right of first refusal, right of first offer or right of rescission. (e) Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock Schedule 2.2 of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentMegaSys Disclosure Schedule, stock purchase or ownershipMegaSys has never repurchased, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase redeemed or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, reacquired any shares of capital stock or other securities of MegaSys or any Subsidiary, other than unvested securities in the Company ordinary course upon termination of employment or consultancy. There are no outstanding contractual obligations of MegaSys to repurchase, redeem or otherwise acquire any share of capital stock of, or other equity interest in, MegaSys. There are no shareholder agreements, voting trusts or other agreements or understandings to which MegaSys is a party, or of which MegaSys is aware, that (i) relate to the filing voting, registration or disposition of any securities of MegaSys, (ii) grant to any person or group of persons the Registration Statement right to elect, or designate or nominate for election, a director to the issuance board of directors of MegaSys, or sale (iii) grant to any person or group of the Common Shares hereunderpersons information rights.

Capitalization. The Company has an authorized capitalization as set (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth in the General Disclosure Packagenumber and class of each of the authorized, issued and outstanding Equity Securities of York and each of its Subsidiaries and a list of the holders of all such Equity Securities of all classes. True, correct and complete copies of all documents evidencing the rights of holders of each class of Equity Securities of York and each of its Subsidiaries have been made available to Buyer Parties. On the date hereof and on the Closing Date, all of the issued shares of capital stock of the Company have been duly and such outstanding Equity Securities are validly authorized and issued and are issued, fully paid and non-assessable; none , were issued in conformity with applicable Law, and are owned of record and beneficially by the Persons listed on Section 3.6(a) of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the CompanySeller Disclosure Schedule, free and clear of any liens, encumbrances or security interestsand all Encumbrances, except as described in for those Encumbrances arising under the General Disclosure Package. The Common Shares Existing Stockholders Agreement. (in an amount up to b) Except for the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Existing Stockholders Agreement, the Common Shares will be validly issuedYork does not have any outstanding commitments to issue or sell any Equity Securities, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there obligations evidencing any such right are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylawsoutstanding. There are no agreements or other obligations (contingent outstanding obligations, written or otherwise) that may require the Company , of York to repurchase repurchase, redeem or otherwise acquire any shares Equity Securities held by any stockholder of York, except under the Existing Stockholders Agreement. Except for the Existing Stockholders Agreement, York is not a party to any voting trust or other Contract with respect to voting, redemption, sale, transfer or other disposition of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities Equity Securities. (c) Section 3.6(c) of the Company upon the filing Seller Disclosure Schedule sets forth a complete list of the Registration Statement or dates and amount of each Stockholder Distribution since the issuance or sale of Reference Balance Sheet Date through the Common Shares hereunderdate hereof.

Capitalization. The authorized, issued and outstanding shares of capital stock of the Company has an authorized capitalization are as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including limited partner interests and preferred limited partner interests in the Operating Partnership). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none , conform to the description thereof contained in the Registration Statement, General Disclosure Package and Prospectus and were issued in compliance with federal and state securities laws and not in violation of the outstanding any preemptive right, resale right, right of first refusal or similar right. The issuance of such shares of capital stock of the Company was exempt from registration or qualification under the 1933 Act and applicable state securities laws. The issued and outstanding limited partnership interests in the Operating Partnership have been duly authorized for issuance by the Operating Partnership to the Company and are validly issued and fully paid, conform to the description thereof contained in the Registration Statement, General Disclosure Package and Prospectus and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. The issuance of such limited partnership interests in the preemptive Operating Partnership was exempt from registration or qualification under the 1933 Act and applicable state securities laws. The Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other similar rights of granted thereunder conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any security holder obligations into or exchange any securities or interests for shares of the Company; all of ’s or its subsidiaries’ capital stock, including limited partnership interests in the issued shares of capital stock Operating Partnership or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock the Operating Partnership or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of exchange any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe securities for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderare outstanding.

Capitalization. The authorized capital stock of the Company has an authorized capitalization and the shares thereof issued and outstanding are as set forth in the General Disclosure Package, and all Commission Documents as of the issued dates reflected therein. All of the outstanding shares of capital stock of the Company Common Stock have been duly authorized and validly authorized and issued issued, and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageCommission Documents, as of the Effective Date, no shares of Common Stock were entitled to preemptive rights or registration rights and there are were no outstanding options, warrants, conversion rights, subscription rights, preemptive rightsscrip, rights of first refusal to subscribe to, call or other rights or agreements commitments of any nature outstanding to subscribe for character whatsoever relating to, or to purchase securities or rights convertible into or exchangeable for, any shares of Common Stock capital stock of the Company Company, other than those issued or any other securities granted in the ordinary course of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreementbusiness. Except as set forth in the ProspectusCommission Documents, there are were no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, securities or rights convertible into or exchangeable for any shares of capital stock of the Company, other than those issued or granted in the ordinary course of business. Except for customary transfer restrictions upon contained in agreements entered into by the Company to sell restricted securities or as set forth in the Commission Documents, as of the Effective Date, the Company was not a party to, and it had no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company. Except as set forth in the Commission Documents, the offer and sale of all capital stock, convertible or exchangeable securities, rights, warrants or options of the Company issued prior to the Effective Date complied with all applicable federal and state securities laws, and no stockholder has any right of rescission or damages or any “put” or similar right with respect thereto that would have a Material Adverse Effect. The Company has furnished or made available to the Investor via the Commission’s Common Stock pursuant to Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”) true and correct copies of the Company’s Articles Certificate of Incorporation or bylaws. There are no agreements or other obligations as in effect on the Effective Date (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has “Charter”), and the right, contractual or otherwise, to cause Company’s Bylaws as in effect on the Company to issue to it, or to register pursuant to Effective Date (the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Bylaws”).

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued, are fully paid, non-assessable and free and clear of any preemptive or other similar rights, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid were issued in compliance with federal and non-assessable; none state securities laws other than those which have been waived or satisfied. None of the outstanding shares of capital stock of the Company was Common Stock were issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none , have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus under the heading “Description of Securities”. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws other than those which have been waived or satisfied. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. (a) The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of BRPA as of the Company date of this Agreement consists of 100,000,000 shares of BRPA Common Stock and 1,000,000 shares of BRPA Preferred Stock. No BRPA Preferred Stock is issued and outstanding. Schedule 3.3(a) of the BRPA Schedules sets forth the issued and outstanding BRPA Common Stock, BRPA Rights, BRPA Warrants, BRPA Units, and BRPA unit purchase options and each other option, warrant, purchase right, conversion, right, exchange right, or other BRPA Contract exercisable for, exchangeable for, or convertible into capital stock of BRPA as of the date of this Agreement. All of the foregoing issued and outstanding equity interests of BRPA have been duly authorized, are validly issued, free and validly authorized and issued and are clear of all Liens, in compliance in all respects with all Legal Requirements, fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was , have not been issued in violation of the any preemptive or subscription rights, and are not subject to any preemptive or subscription rights that will survive the Closing Date. BRPA has no issued or outstanding equity interests other similar rights than the equity interests that are that set forth on Schedule 3.3(a) of the BRPA Schedules. All shares of BRPA Common Stock subject to issuance, upon issuance on the terms and conditions specified in the instrument pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, and nonassessable, free and clear of all Liens, and will have not been issued in violation of any security holder preemptive or subscription rights, and are not subject to any preemptive or subscription rights that will survive the Closing Date. All outstanding shares of BRPA Common Stock, BRPA Warrants, and BRPA Rights have been issued and granted in compliance with (x) all applicable securities laws and (in all material respects) other applicable Legal Requirements, and (y) all requirements set forth in any applicable BRPA Contracts and Charter Documents. (b) Except as provided for in this Agreement or as set forth in Schedule 3.3(b) of the Company; all BRPA Schedules, there are no subscriptions, options, warrants, convertible notes, derivative securities, equity securities, or other ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which BRPA is a party or by which it is bound obligating BRPA to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the issued repurchase, redemption or acquisition of, any shares of capital stock or other ownership interests of each Significant Subsidiary BRPA or obligating BRPA to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment, or agreement. BRPA does not have been duly any outstanding bonds, debentures, notes or other obligations the holders of which have or upon the happening of certain events would have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with the BRPA Stockholders on any matter. (c) Except as set forth in Schedule 3.3(c) of the BRPA Schedules or as contemplated by this Agreement, there are no registration rights, and validly authorized and issued and are fully paid and nonthere is no voting trust, proxy, rights plan, anti-assessable; and all takeover plan, or other agreements or understandings to which BRPA or Merger Sub is a party or by which BRPA or Merger Sub is bound with respect to any BRPA Securities. (d) Except as provided for in this Agreement or as set forth in Schedule 3.3(d) of the BRPA Schedules, as a result of the consummation of the Merger, no shares of capital stock stock, warrants, options, or other ownership interests securities of each Significant Subsidiary BRPA or Merger Sub are issuable and no rights in connection with any shares, warrants, options, or other securities of BRPA or Merger Sub accelerate or otherwise become triggered (other than directors’ qualifying shareswhether as to vesting, exercisability, convertibility or otherwise). (e) are owned directly Except as provided for in this Agreement or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described set forth in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program AmountSchedule 3.3(e) have been duly and validly authorized by all necessary corporate action on the part of the CompanyBRPA Schedules, no outstanding BRPA Securities are unvested or subjected to a repurchase option, risk of forfeiture, or other condition under any applicable agreement with BRPA. (f) The authorized and outstanding capital stock of Merger Sub is 1,000 shares of common stock, par value $0.0001 per share. When issued against payment therefor as provided in this Agreement, BRPA owns all of the Common Shares will be validly issued, fully paid and nonassessableoutstanding common stock of Merger Sub, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderLiens.

Capitalization. The Company Pembina has authorized share capital consisting of an authorized capitalization unlimited number of Pembina Common Shares, an unlimited number of Pembina Class A Preferred Shares issuable in series and limited in number to not more than 50% of the number of issued and outstanding Pembina Common Shares at the time of issuance of any such Pembina Class A Preferred Shares and an unlimited number of Pembina Class B Preferred Shares. There are issued and outstanding no more than 511,558,716 Pembina Common Shares and an aggregate of 99,800,000 Pembina Class A Preferred Shares (Series 1 to 22), each on the terms as set forth in publicly disclosed by Pembina and there are no other shares of any class or series outstanding. There are no more than 18,171,345 Pembina Common Shares issuable upon the General Disclosure Packageexercise of outstanding Pembina Options. Other than (i) Pembina Class A Preferred Shares issuable on conversion of other Pembina Class A Preferred Shares on the terms as publicly disclosed by Pembina, (ii) Pembina Common Shares issuable upon exercise of the Pembina Options, and all (iii) Pembina Common Shares issuable pursuant to rights issued under the Pembina Shareholder Rights Plan, each on the terms as publicly disclosed by Pembina, there are no options, warrants or other rights, shareholder rights plans, agreements or commitments of any character whatsoever requiring the issued issuance, sale or transfer by Pembina of any shares of capital stock Pembina or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any shares of the Company have Pembina. All outstanding Pembina Common Shares and Pembina Class A Preferred Shares have, as applicable, been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all Pembina Common Shares issuable upon the exercise of the preemptive or other similar rights Pembina Options, and all Pembina Class A Preferred Shares issuable upon conversion of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been Pembina Class A Preferred Shares, in accordance with their respective terms will be duly authorized and validly authorized and issued and are as fully paid and non-assessable; assessable and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of will not be subject to any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive pre-emptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock or limited liability company membership interests, as applicable, of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. Except The shares of Common Stock issuable upon the exercise of the Firm Warrants, Option Warrants, and Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Firm Warrants, Option Warrants, and Underwriter Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The shares of Common Stock issuable upon the exercise of the Firm Warrants, Option Warrants, and Underwriter Warrants have been reserved for issuance. The Firm Warrants, Option Warrants and Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The (a) Section 5.02(a) of the Disclosure Schedule accurately and completely sets forth for each Brand Company has an (i) each class and series of Equity Securities, (ii) the aggregate number of shares of each such class and series of Equity Securities that are authorized capitalization as for issuance, (iii) the aggregate number of shares of each such class and series of Equity Securities that are outstanding, and (iv) a list of the names of each record and beneficial owner of such Equity Securities, and opposite the name of each such owner, the number, class, and series of Equity Securities owned by each such owner. Except for the outstanding Equity Securities set forth in the General Disclosure Package, and all on Section 5.02(a) of the issued Disclosure Schedule, there are no Equity Securities of any of the Brand Companies that are issued, reserved for issuance or outstanding. There are no accrued but unpaid dividends in respect of any Equity Securities of any of the Brand Companies. No shares of capital stock of are held in treasury by the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the Brand Companies. All outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been Brand Companies are duly and validly authorized and issued and are fully paid and non-assessable; and all shares at the time of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be issuance were validly issued, fully paid and nonassessablenonassessable and are not subject to, issued or held in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under Applicable Law or the Organizational Documents of the Brand Companies. (b) None of the Brand Companies are a party to any outstanding or authorized option, warrant, right (including any preemptive right), subscription, claim of any character, agreement, obligation, convertible or exchangeable securities, or other commitments contingent or otherwise, relating to the Equity Securities of such Brand Companies, pursuant to which any of the Brand Companies are or may become obligated to issue, deliver or sell or cause to be issued, delivered or sold, Equity Securities of the Brand Companies. There is no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Equity Securities of any of the Brand Companies. (c) The Company has good and valid title to all of the outstanding Equity Securities of the Company Subsidiaries, in each case free and clear of all preemptive rightsLiens (other than Liens imposed by Applicable Law related to the sale, claimstransfer, lienspledge or other disposition of securities). (d) None of the Brand Companies owns, chargesdirectly or indirectly, encumbrances and security interests of any nature whatsoeverEquity Securities in any Entity, other than the Company Subsidiaries set forth on Section 5.02(a) of the Disclosure Schedule. (e) There are no restrictions of any kind that prevent the payment of dividends or other distributions by any of the foregoing created Brand Companies, other than those imposed by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderApplicable Law.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued, are fully paid, non-assessable and free and clear of any preemptive or other similar rights, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid were issued in compliance with federal and non-assessable; none state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The Company Ionis has an authorized capitalization as set forth in the General Disclosure Package, and all on its most recently filed SEC Document. All of the issued shares of capital stock of the Company Ionis have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none , conform in all material respects to the description thereof contained in the SEC Documents and were issued in compliance with federal and state securities laws and not in violation of any preemptive right, resale right, right of first refusal or similar right. All of Ionis’s options, warrants and other rights to purchase or exchange any securities for shares of Ionis’s capital stock have been duly authorized and validly issued, conform to the description thereof contained in the SEC Documents and were issued in compliance with federal and state securities laws. There are no outstanding options to purchase, or any rights or warrants to subscribe for, or any securities or obligations convertible into, or any contracts or commitments to issue or sell, any shares of Ionis’s capital stock, any shares of capital stock of any subsidiary, or any such warrants, convertible securities or obligations, except as set forth in the Company was issued in violation SEC Documents and except for shares of Ionis capital stock and options to purchase shares of Ionis capital stock granted under, or contracts or commitments pursuant to, Ionis’s previous or currently existing equity incentive and other similar officer, director or employee benefit plans. There is no and has been no policy or practice of Ionis to intentionally coordinate the preemptive grant of options to employees with the release or other similar rights public announcement of any security holder material information regarding Ionis or its results of operations or prospects to minimize the Company; all exercise price of such options. All of the issued shares of capital stock or other ownership interests of each Significant Subsidiary subsidiary of Ionis have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; assessable and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessableIonis, free and clear of all preemptive rightsliens, encumbrances, equities or claims, except for such liens, chargesencumbrances, encumbrances and security interests of any nature whatsoeverequities or claims as would not, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Packageaggregate, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderhave a Material Adverse Effect.

Capitalization. The Company has an authorized capitalization as information set forth under the caption “Capitalization” in the General Statutory Prospectus (and any similar sections or information, if any, contained in the Disclosure Package, and all ) is fairly presented on a basis consistent with the Company’s financial statements. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Preliminary Prospectus and the Prospectus under the captions “Description of Series C Preferred Stock” and “Description of Capital Stock” (and any similar sections or information, if any, contained in the Disclosure Package). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none 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 the any preemptive rights, rights of first refusal or other similar rights of to subscribe for or purchase or acquire any security holder securities of the Company; all Company or any of the issued its subsidiaries. There are no authorized or outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companystock, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities than as described in the Registration Statement, the Prospectus and the Disclosure Package. The description of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, Company’s stock option, director stock bonus and other stock plans or employee benefit plans ) arrangements, and there are no outstanding securities the options or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares other rights granted thereunder, as described in this Agreementthe Registration Statement, Disclosure Package and Prospectus, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Except The issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and, except as set forth on Schedule III hereto or to the extent set forth in the Registration Statement, Disclosure Package and the Prospectus, there are no restrictions upon owned directly by the voting Company or transfer of any shares by another wholly-owned subsidiary of the Company’s Common Stock pursuant to , except for the Company’s Articles security interests, in each case as described in the Registration Statement, Disclosure Package and Prospectus (collectively, the “Permitted Encumbrances”), are free and clear of Incorporation any lien, encumbrance, security interest, claim or bylaws. There are no agreements or charge, other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to itthan those described in, or to register pursuant to the Securities Actincorporated by reference into, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or and the issuance or sale of the Common Shares hereunderProspectus.

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization”. All of the issued outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable. The Securities and the Underwriter’s Securities have been duly authorized and, when issued and paid for as contemplated herein, will be validly issued, fully paid and non-assessable; none the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and the Underwriter’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Securities and the Underwriter’s Securities has been duly and validly taken. When paid for and issued in accordance with the Underwriter’s Warrant or applicable transaction documents, the Warrant Shares will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Warrant Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Underwriter’s Warrant has been duly and validly taken. None of the outstanding shares of capital stock of the Company was were issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor Except as provided disclosed in this Agreementthe Registration Statement, the Common Shares will be validly issued, fully paid Pricing Disclosure Package and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageFinal Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentacquire, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution convertible into or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exchangeable or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Actexercisable for, any shares of capital stock of, or other securities equity interest in, the Company or any of its subsidiaries. All of the Company upon the filing outstanding shares of capital stock of, or other equity interest in, each of the Registration Statement Company’s subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the issuance Company’s subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, charge, claim or sale of the Common Shares hereunderrestriction on voting or transfer (collectively, “Liens”).

Capitalization. The Company has an authorized and outstanding capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus (subject, in each case, to the issuance of the Shares and/or Pre-Funded Warrants, Warrants and Underwriter Warrants under this Agreement, the grant of options under existing stock option plans described in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus). All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance with all applicable securities laws and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and issued, are fully paid and non-assessable; assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) the Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interestsclaims, except to the extent that such liens, encumbrances, equities or claims would not reasonably be expected to have a Material Adverse Effect. Except for the issuances of options or restricted stock units pursuant to an equity incentive plan, since the respective dates as described of which information is provided in the General Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, the Pre-Funded Warrants, the Warrants and the Underwriter Warrants, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of pre-emptive, registration or similar rights and clear of will conform in all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any material respects to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as set forth in The Pre-Funded Warrant Shares and the General Disclosure PackageWarrant Shares, there are no outstanding optionswhen issued, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe paid for or to purchase any shares of Common Stock and delivered upon due exercise of the Company Pre-Funded Warrants and the Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of pre-emptive, registration or any other securities similar rights. The Underwriter Warrant Shares, when issued, paid for and delivered upon due exercise of the Company Underwriter Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of any kind binding on the Company (except pursuant to dividend reinvestmentpre-emptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderrights.

Capitalization. The Company has an authorized capitalization and outstanding capital stock as set forth under the caption “Description of Capital Stock” in the General Prospectus and “Price Range of Common Stock” in the Disclosure Package, and all . All of the issued and outstanding shares of capital stock of the Company Common Stock have been duly and validly authorized and issued and are fully paid and non-assessable; nonassessable. There are no statutory preemptive or other similar rights to subscribe for or to purchase or acquire any of the Shares or any such rights pursuant to its articles of incorporation or Bylaws (the “Organizational Documents”) or any agreement or instrument to or by which the Company or any of the Subsidiaries is a party or bound. The Shares have been duly authorized by the Company and when issued and sold pursuant to this Agreement will be duly and validly issued, fully paid and nonassessable and none of them will be issued in violation of any preemptive or other similar right. Except as disclosed in the Registration Statement, the Prospectus and the Disclosure Package, there is no outstanding shares option, warrant or other right calling for the issuance of, and there is no commitment, plan or arrangement to issue, any share of capital stock of the Company was issued in violation or any of the preemptive Subsidiaries or other similar rights of any security holder of convertible into, or exercisable or exchangeable for, such capital stock. The Common Stock and the Company; Shares conform in all of material respects to all statements in relation thereto contained in the Registration Statement, the Prospectus and the Disclosure Package. All issued and outstanding shares of capital stock or other ownership interests membership interests, as applicable, of each Significant Subsidiary of the Company’s Subsidiaries have been duly authorized by all necessary corporate or limited liability company action, as applicable, and validly authorized and issued issued, and are fully paid and non-assessable; nonassessable and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, Company or by another wholly-owned Subsidiary of the Company free and clear of any liens, encumbrances or security interests, except as liens, encumbrances, equities or claims, other than those described in the General Registration Statement, the Prospectus and the Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all (a) As of the issued date of this Agreement, Ameriana Bancorp has 15,000,000 shares of capital stock Ameriana Bancorp Common Stock authorized, 3,029,662 shares of the Company have been duly and validly authorized and which are issued and are fully paid outstanding. Such issued and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Ameriana Bancorp Common Shares (in an amount up to the Maximum Program Amount) Stock have been duly and validly authorized by all necessary corporate action on the part of Ameriana Bancorp, are validly issued, fully paid and nonassessable and have not been issued in violation of any preemptive rights of any shareholders. As of the Companydate of this Agreement, Ameriana Bancorp has 5,000,000 shares of serial preferred stock, no par value, authorized, none of which is issued and outstanding. When Ameriana Bancorp has no capital stock authorized, issued against payment therefor or outstanding other than as provided described in this Section 5.3(a) and, except as set forth in the Ameriana Bancorp Disclosure Letter, Ameriana Bancorp has no intention or obligation to authorize or issue additional shares of its capital stock. (b) As of the date of this Agreement, the Common Shares will be Bank has 5,000 shares of common stock, $1.00 par value, authorized and outstanding, all of which are held beneficially and of record by Ameriana Bancorp. Such issued and outstanding shares of Bank common stock have been duly and validly authorized by all necessary corporate action of the Bank, are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights of any Bank shareholders. All of the issued and outstanding shares of Bank common stock are owned by Ameriana Bancorp free and clear of all preemptive rightsliens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. The Bank also has 1,000 shares of serial preferred stock, $1.00 par value, authorized, none of which is outstanding. The Bank has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(b) and has no intention or obligation to authorize or issue any other shares of capital stock. (c) As of the date of this Agreement, Insurance has 1,000 shares of common stock, without par value, authorized and outstanding, all of which are held beneficially and of record by the Bank. Such issued and outstanding shares of Insurance common stock have been duly and validly authorized by all necessary corporate action of the Insurance, are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights of any Insurance shareholders. All of the issued and outstanding shares of Insurance common stock are owned by the Bank free and clear of all liens, pledges, charges, encumbrances claims, encumbrances, restrictions, security interests, options and security interests preemptive rights and of all other rights of any nature whatsoeverother person, corporation or entity with respect thereto. Insurance has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(c) and has no intention or obligation to authorize or issue any other shares of capital stock. (d) As of the foregoing created date of this Agreement, Financial has 1,000 shares of common stock, without par value, authorized and outstanding, all of which are held beneficially and of record by Xxxxxxx Xxxxxthe Bank. Such issued and outstanding shares of Financial common stock have been duly and validly authorized by all necessary corporate action of the Financial, are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights of any Financial shareholders. All of the issued and outstanding shares of Financial common stock are owned by the Bank free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. Financial has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(d) and has no intention or obligation to authorize or issue any other shares of capital stock. (e) As of the date of this Agreement, Trust has 310 shares of common securities authorized and outstanding, $1,000 per share liquidation value, and 10,000 shares of preferred securities authorized and outstanding, $1,000 per share liquidation value. All of the common securities of Trust are held beneficially and of record by Ameriana Bancorp. Such issued and outstanding Trust common securities have been duly and validly authorized by all necessary corporate action of the Trust, are validly issued, fully paid and nonassessable, and have not been issued in violation of any preemptive rights of any Trust securityholders. All of the issued and outstanding common securities of the Trust are owned by Ameriana Bancorp free and clear of all liens, pledges, charges, claims, encumbrances, restrictions, security interests, options and preemptive rights and of all other rights of any other person, corporation or entity with respect thereto. The Trust has no capital stock authorized, issued or outstanding other than as described in this Section 5.3(e) and has no intention or obligation to authorize or issue any other shares of capital stock. (f) The Ameriana Bancorp Disclosure Letter contains a list of option holders of Ameriana Bancorp, the Company, including number of options to purchase Ameriana Bancorp Common Stock held by each and the Common Shares, conforms to the description contained in the General Disclosure Packageapplicable exercise price of each. Except as set forth in the General Ameriana Bancorp Disclosure PackageLetter, there are no outstanding options, warrantscommitments, conversion rightscalls, agreements, understandings, arrangements or subscription rightsrights regarding the issuance, preemptive rightspurchase or acquisition of capital stock, rights or any securities convertible into or representing the right to purchase or otherwise receive the capital stock or any debt securities, of first refusal Ameriana Bancorp or any Subsidiary by which Ameriana Bancorp or any Subsidiary is or may become bound. Neither Ameriana Bancorp nor any Subsidiary has any outstanding contractual or other rights obligation to repurchase, redeem or agreements otherwise acquire any of any nature its respective outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company capital stock. (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans g) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the ProspectusAmeriana Bancorp Disclosure Letter, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Companyknowledge of Ameriana Bancorp’s Articles Management (as defined below), no person or entity beneficially owns five percent (5%) or more of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderAmeriana Bancorp’s outstanding common shares.

Capitalization. The Company has an authorized capitalization as information set forth under the caption “Capitalization” in the General Statutory Prospectus (and any similar sections or information, if any, contained in the Disclosure Package, ) is fairly presented on a basis consistent with the Company’s financial statements. The certificates evidencing the Shares of Common Stock are in due and all proper legal form and have been duly authorized for issuance by the Company. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus under the caption “Description of Capital Stock” (and any similar sections or information, if any, contained in the Disclosure Package). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none 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 the any preemptive rights, rights of first refusal or other similar rights of to subscribe for or purchase or acquire any security holder securities of the Company; all Company or any of the issued its subsidiaries. There are no authorized or outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companystock, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other than those described in the Prospectus and the Disclosure Package. The description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, as described in the Prospectus and the Disclosure Package, accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights. The issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and are owned directly by the Company or by another wholly-owned subsidiary of the Company free and clear of any kind binding on lien, encumbrance, security interest, claim or charge, other than those described in, or incorporated by reference into the Company Registration Statement and the Prospectus. All the outstanding shares of capital stock of each “significant subsidiary” within the meaning of Rule 1-02(w) of Regulation S-X (except pursuant to dividend reinvestmentsuch a significant subsidiary of the Company, stock purchase or ownership, stock option, director or employee benefit plans a “Significant Subsidiary”) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by have been duly authorized and validly issued, are fully paid and nonassessable and except to the issuance of the Common Shares as described in this Agreement. Except as extent set forth in the Disclosure Package and the Prospectus, there are no restrictions owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any lien, encumbrance, security interest, claim or charge, restriction upon the voting or transfer or any other claim of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderthird party.

Capitalization. (a) The Company has an authorized capitalization as set forth Seller Interest comprises in the General Disclosure Package, and all aggregate 55% of the issued outstanding Equity Interests in the Company. All of the Company’s outstanding shares of capital stock of the Company have been duly and authorized, are validly authorized and issued and are issued, fully paid and non-assessable; none , and are not subject to any unexpired preemptive right, right of first refusal, purchase option, call option or similar right except as set forth in the Company’s Governing Documents or in any agreement or indenture evidencing indebtedness listed on Section 3.2(a) of the outstanding shares Seller Disclosure Schedule. The Seller Interest is owned and held, beneficially and of record, by Seller. Except to the extent set forth in Section 3.2(a) of the Seller Disclosure Schedule or in the Company’s Governing Documents, the Company has not issued any other (i) Equity Interests, (ii) securities convertible into or exchangeable for Equity Interests of the Company, or (iii) options or other rights to acquire from any Equity Interests of the Company. The authorized capital stock of the Company was issued is as set forth in violation Section 3.2(a) of the preemptive or other similar rights of any security holder of the Company; Seller Disclosure Schedule and all of the issued shares outstanding Equity Interests of capital stock or other ownership interests the Company are held of each Significant Subsidiary have been duly record by the Persons and validly authorized and issued and are fully paid and non-assessable; and all shares in the respective amounts as set forth in Section 3.2(a) of capital stock or other ownership interests of each Significant Subsidiary the Seller Disclosure Schedule. (other than directors’ qualifying sharesb) are owned The Company directly or indirectly (through another MUI Subsidiary) owns 100% of the outstanding Equity Interests of each MUI Subsidiary and such MUI Subsidiary Equity Interests are held by the Company, free and clear of any liens, encumbrances Company or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, relevant MUI Subsidiary free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoeverLiens, other than any (i) Liens created by or existing under any agreement or indenture evidencing any Company or MUI Subsidiary indebtedness set forth on Section 3.2(b) of the foregoing created by Xxxxxxx XxxxxSeller Disclosure Schedule and (ii) restrictions on transfer under applicable securities Laws or a MUI Subsidiary’s Governing Documents, as applicable. None of the MUI Subsidiary Equity Interests are subject to any unexpired preemptive right, right of first refusal, purchase option, call option or similar right except to the extent set forth in a MUI Subsidiary’s Governing Documents, as applicable, or in any agreement or indenture evidencing indebtedness listed on Section 3.2(b) of the Seller Disclosure Schedule. The authorized capital stock of each MUI Subsidiary is as set forth in Section 3.2(a) of the Company, including Seller Disclosure Schedule and all of the Common Shares, conforms to outstanding Equity Interests of each MUI Subsidiary are held of record by the description contained Persons and in the General respective amounts as set forth in Section 3.2(a) of the Seller Disclosure PackageSchedule. Except as set forth in Section 3.2(a) of the General Seller Disclosure PackageSchedule, there are the Company and the MUI Subsidiaries have no outstanding optionsdirect or indirect Subsidiaries and do not directly or indirectly own or hold any (i) Equity Interests in any other Person, warrants, conversion rights, subscription rights, preemptive rights, rights (ii) securities convertible into or exchangeable for Equity Interests of first refusal any other Person or (iii) options or other rights or agreements to acquire Equity Interests of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderPerson.

Capitalization. The Company has an authorized capitalization and outstanding equity interests of each of USS/Kobe, USX Holdings and Kobe Holdings (without giving effect to the Contemplated Transactions) are listed in Section 6.3 of the Disclosure Letter. All of the outstanding equity interests in USX Holdings are owned of record and beneficially directly by USX, free and clear of all Encumbrances. As of the Closing, all of the outstanding equity interests in Kobe Holdings are owned of record and beneficially directly by Kobe Newco, free and clear of all Encumbrances. Except as set forth in Section 6.3 of the General Disclosure PackageLetter, and all of the issued shares outstanding equity interests in Kobe Delaware Inc. are owned of capital stock record and beneficially directly by Kobe, free and clear of all Encumbrances. Except as set forth in Section 6.3 of the Company Disclosure Letter with respect to certain minority stockholder consent rights, no Person other than Kobe has the right (contractual or otherwise) to designate any of the directors of Kobe Delaware Inc. or to participate in the control or management of Kobe Delaware Inc. Each of USX Holdings and Kobe Holdings is the direct record and beneficial owner of fifty percent of the outstanding equity interests in USS/Kobe, free and clear of all Encumbrances. USX is the direct record and beneficial owner of all of the outstanding equity interests in USX RTI Holdings and fifty percent of the outstanding equity interests in NewTube, in each case free and clear of all Encumbrances. Kobe Delaware Inc. is the direct record and beneficial owner of all of the outstanding equity interests in Kobe Newco, and Kobe Newco is the direct record and beneficial owner of all of the outstanding equity interests in Kobe RTI Holdings and fifty percent of the outstanding equity interests in NewTube, in each case free and clear of all Encumbrances. All of the foregoing equity interests have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in Section 6.3 of the General Disclosure PackageLetter, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal convertible securities or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on relating to the Company (except pursuant to dividend reinvestmentissuance, stock purchase or ownershipsale, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares equity interests in any of the Company’s Common Stock pursuant to foregoing entities (other than this Agreement and the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderTransaction Documents).

Capitalization. The Company has an authorized capitalization As of the date of this Agreement, Fresenius Medical Care Holdings, Inc., a New York corporation (“FMCH”), is the sole member of Buyer and all of the limited liability company interests of Buyer are held beneficially and of record by FMCH free and clear of any Liens (other than Permitted Share Liens). As of immediately prior to the Rollover, the limited liability company interests of Buyer shall be as set forth in Article III of the General Disclosure Packageamended and restated limited liability company agreement of Buyer substantially in the form attached hereto as Exhibit F. After giving effect to the Contribution, the Rollover and the other transactions contemplated by this Agreement and the Rollover Equity Agreements and Rollover Agreements (assuming the truth and accuracy of the representations and warranties of the Rollover Equityholders in the Rollover Agreements), all of the issued shares Buyer Units will be held beneficially and of capital stock record free and clear of any Liens (other than Liens arising under the Company Rollover Equity Agreements) by the Persons contemplated by this Agreement, the Rollover Equity Agreements and Rollover Agreements. The Buyer Units have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none assessable and free of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageRollover Equity Agreements. Except for the Buyer Units, there are no outstanding options(i) equity securities of Buyer, warrants(ii) securities of Buyer convertible into or exchangeable for, conversion rightsat any time, subscription rightsequity securities of Buyer and (iii) rights to acquire from Buyer and no obligations of Buyer to issue, preemptive rightsany equity securities or securities convertible into or exchangeable for equity securities of Buyer. Buyer does not own, rights of first refusal and has never owned, directly or indirectly, any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any corporation, partnership, limited liability company, joint venture or other rights business association or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderentity.

Capitalization. The Company has an (a) As of the date of this Agreement, the authorized capitalization as capital stock of Meadowbrook consists of 75,000,000 shares of Meadowbrook Common Stock and 1,000,000 shares of preferred stock, par value $.01 per share (“Meadowbrook Preferred Stock”). No other capital stock is authorized. As February 15, 2008, there were 37,019,966 shares of Meadowbrook Common Stock and no shares of Meadowbrook Preferred Stock issued and outstanding, and no shares of Meadowbrook Common Stock held in Meadowbrook’s treasury. As of the date of this Agreement, no shares of Meadowbrook Common Stock or Meadowbrook Preferred Stock were reserved for issuance, except that 2,000,000 shares of Meadowbrook Common Stock were reserved for issuance upon the exercise of long-term stock awards, stock options and other equity-type rewards pursuant to the Meadowbrook Insurance Group, Inc. Amended and Restated 1995 Stock Option Plan and the Meadowbrook Insurance Group, Inc. Amended and Restated 2002 Stock Option Plan (the “Meadowbrook Stock Plans”). All of the issued and outstanding shares of Meadowbrook Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except for the stock options set forth in above, Meadowbrook does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the General purchase or issuance of any shares of Meadowbrook Common Stock or Meadowbrook Preferred Stock or any other equity securities of Meadowbrook or any securities representing the right to purchase or otherwise receive any shares of Meadowbrook Common Stock or Meadowbrook Preferred Stock. The shares of Meadowbrook Common Stock to be issued pursuant to the Merger will be duly authorized and validly issued and, at the Effective Time, all such shares will be fully paid, nonassessable and free of preemptive rights. (b) Section 5.2(b) of the Meadowbrook Disclosure PackageSchedule sets forth a true and correct list of all of Meadowbrook Subsidiaries as of the date of this Agreement. Meadowbrook owns, and directly or indirectly, all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation each of the preemptive or other similar rights Subsidiaries of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessableMeadowbrook, free and clear of all Liens other than Permitted Liens, and all of such shares are duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights. No Subsidiary of Meadowbrook has or is bound by any outstanding subscriptions, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rightscalls, subscription rights, preemptive rights, rights of first refusal or other rights commitments or agreements of any nature outstanding to subscribe character calling for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or any other equity security of such Subsidiary or any securities representing the right to purchase or otherwise receive any shares of the Company upon the filing capital stock or any other equity security of the Registration Statement or the issuance or sale of the Common Shares hereundersuch Subsidiary.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all As of the issued shares date hereof and prior to giving effect to the issuance of capital stock the Preferred Stock, Disclosure Schedule 4.4 sets forth the capitalization of the Company on an outstanding basis and on a fully-diluted basis. Disclosure Schedule 4.4 also sets forth (i) any capital stock granted pursuant to an employee benefit plan and (ii) any outstanding warrants, options or other securities. The Preferred Stock to be sold and issued pursuant to the Agreement have been duly authorized, and validly authorized and when issued and are fully paid and non-assessable; none for in accordance with the terms of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been Agreement, will be duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, non-assessable (other than any as to a lawful offering of securities under Section 5 of the foregoing created by Xxxxxxx Xxxxx. The capital stock Securities Act) and as to a lawful offering of securities under Section 5 of the CompanySecurities Act, including assuming the Common Shares, conforms to correctness of the description contained representations and warranties of the Investors set forth in the General Disclosure PackageSection 5 hereof. Except as set forth in or contemplated by the General Agreement or as described in the Disclosure PackageSchedule, there are no outstanding optionspreemptive right, warrantsco-sale right, conversion rights, subscription rights, preemptive rights, rights right of first refusal refusal, registration right, or other rights similar right exists with respect to the Preferred Stock or agreements the issuance and sale thereof. Other than the necessary Board and Stockholder approvals necessary for either an increase in the Company’s authorized Share Capital or a reverse split of the currently authorized and/or outstanding Common Stock, no further approval or authorization of any nature outstanding to subscribe for or to purchase any shares stockholder, the Board of Common Stock Directors of the Company (“the Board”) or any other securities others is required for the issuance and sale of the Company Preferred Stock. The issuance and sale of any kind binding on the Company (except Preferred Stock pursuant to dividend reinvestmentthe terms herein and the rights, stock purchase or ownership, stock option, director or employee benefit plans ) preferences and there are no outstanding securities or instruments privileges of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except Preferred Stock as set forth in the Prospectus, there are no restrictions upon Certificate of Designation as filed with the voting or transfer Delaware Secretary of any shares State have been unanimously approved by the Board of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The authorized, issued and outstanding common shares of beneficial interest of the Company has an authorized capitalization are as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances of Common Shares, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and the Prospectus, including common and preferred units of partnership interests in the Operating Partnership (collectively, the “OP Units”)). The issued and outstanding common shares of capital stock beneficial interest of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none non‑assessable. None of the outstanding common shares of capital stock beneficial interest of the Company was were issued in violation of the preemptive or other similar rights of any security holder securityholder of the Company; all of the . The issued shares of capital stock or other ownership interests of each Significant Subsidiary and outstanding OP Units have been duly authorized and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except paid. Except as described in the General Disclosure Package. The Common Shares (in an amount up to Package and the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part Prospectus, there are no other OP Units outstanding as of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, date hereof other than any of the foregoing created those owned by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackagePackage and the Prospectus, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal warrants or other rights to purchase, agreements or agreements of other obligations to issue, or rights to convert any nature outstanding to subscribe for obligations into or to purchase exchange any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any interests for shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements its subsidiaries’ capital stock, including OP Units or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities ownership interests of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderOperating Partnership.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all (a) As of the issued shares date of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common entire authorized and outstanding capitalization of the Company and each Subsidiary is set forth on Section 4.2(a) of the Disclosure Schedule (the “Certified Capitalization Table”), which shall separately list, as of the Closing, (a) all Stockholders and their respective addresses, the number of shares of each class or series of Shares will be held by such persons, the certificate number representing such Shares, the date of acquisition of such shares, each Stockholder’s Pro Rata Portion of each of the Closing Amount and the Escrow Amount and Pro Rata Portion of any post Closing payments (reflected as a percentage) and (b) all holders of Company Stock Rights and their respective addresses, the number of shares of each class or series of Shares issuable upon the exercise of such Company Stock Rights held by such persons, the date of grant, vesting commencement date and vesting schedule of such Company Stock Rights held by such persons, any rights to acceleration of such Company Stock Rights, the exercise price of such Company Stock Rights, and each holder of Company Stock Rights’ Pro Rata Portion of each of the Closing Amount and the Escrow Amount, if any, and Pro Rata Portion of any post Closing payments (reflected as a percentage). Such Shares and Company Stock Rights have been duly authorized, are validly issued, fully paid and nonassessablenonassessable and were issued in accordance with the provisions of the Canada Business Corporations Act, free as amended (the “Act”), and clear of all preemptive rightsany relevant securities laws, claimsor pursuant to valid exemptions therefrom, liensand the applicable Charter Documents, charges, encumbrances and security interests are not subject to or issued in violation of any nature whatsoeverpurchase option, other than call option, right of first refusal, preemptive right, registration right, subscription right, or any of contract to which the foregoing created by Xxxxxxx XxxxxCompany or any Subsidiary is a party or otherwise bound. The capital stock Shares are held beneficially and of record as set forth on the Company, including the Common Shares, conforms to the description contained in the General Disclosure PackageCertified Capitalization Table. Except There are no outstanding Shares or Company Stock Rights except as set forth in the General Disclosure PackageCertified Capitalization Table. (b) As of the date of this Agreement, there are no outstanding optionsregistration rights and there is no voting trust, warrants, conversion rights, subscription rights, preemptive rightsproxy, rights plan, anti-takeover plan, shareholder agreement or other agreement currently in effect to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound with respect to any equity security of any class of any Subsidiary. (c) There are no declared or accrued but unpaid dividends with respect to any Shares. All outstanding Shares have been issued in compliance with all applicable federal, provincial, state, foreign, or local statutes, laws, rules, or regulations, including securities laws, and transferred (in the case of Shares hold by a Person who is not the initial subscriber), as the case may be, in accordance with any right of first refusal or other rights similar right or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentlimitation, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth including those in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderCharter Documents.

Capitalization. (a) The Company has an authorized capitalization capital stock of Sterling consists of 25,000,000 Sterling Shares, of which 5,843,362 are issued and outstanding as set forth of the date hereof (and of which none are held in the General Disclosure Packagetreasury of Sterling), and all 10,000,000 shares of preferred stock with no par value, none of which are issued and outstanding as of the date hereof. All of the issued shares of capital stock of the Company and outstanding Sterling Shares have been duly and authorized, validly authorized and issued and all such shares are fully paid and non-assessable; none nonassessable. To the Knowledge of Sterling, except for the Support Agreements, there are no agreements or understandings with respect to the voting or disposition of any such shares. As of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Packagedate hereof, there are no outstanding options, warrants, conversion rightscommitments, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or instruments to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock of Sterling, or any securities or rights convertible into or exchangeable for shares of capital stock of Sterling, except for Sterling Options for the purchase of an aggregate of 566,638 Sterling Shares, which are described in Sterling Schedule 2.3, including the name of the optionee, date of grant, expiration date and exercise price. No bonds, debentures, notes or other indebtedness having the right to vote on any matters on which shareholders of Sterling may vote are issued or outstanding. (b) Except for trust preferred securities issued by Sterling Banks Capital Trust I, Sterling owns, directly, or indirectly, all of the Company upon capital stock of Sterling Bank and the filing Sterling Subsidiaries, free and clear of any liens, security interests, pledges, charges, encumbrances, agreements and restrictions of any kind or nature. All of the Registration Statement outstanding shares of capital stock of Sterling Bank and of each Sterling Subsidiary have been duly authorized and are validly issued, fully paid and nonassessable. There are no subscriptions, options, commitments, calls or other agreements outstanding with respect to the issuance capital stock of Sterling Bank or sale any Sterling Subsidiary. Except for Sterling Bank and the Sterling Subsidiaries, Sterling does not possess, directly or indirectly, any material equity interest in any entity. (c) To Sterling’s Knowledge, except as set forth in Sterling Schedule 3.2(c), no Person or “group” (as that term is used in Section 13(d)(3) of the Common Shares hereunderSecurities Exchange Act of 1934, as amended (the “Exchange Act”)) is the beneficial owner (as defined in Section 13(d) of the Exchange Act) of 5% or more of the outstanding Sterling Shares.

Capitalization. The Company has an authorized capitalization as set forth in Amended and Restated Declaration of Trust of VPT ("VPT's Declaration of Trust") authorizes it to issue 20,000,000 VPT Shares and 3,500,000 shares of preferred shares of beneficial interest, par value $1.00 per share (the General Disclosure Package, and all "VPT Preferred Shares"). As of the issued shares of capital stock of the Company have been duly and validly authorized and date hereof, there are 11,226,310 VPT Shares issued and are fully paid outstanding and non-assessable; none of the no VPT Preferred Shares issued and outstanding. All such outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been VPT are duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyauthorized, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid paid, nonassessable and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in Section 7.3 of the General VPT Disclosure PackageLetter, there are VPT has no outstanding optionsbonds, warrantsdebentures, conversion rights, subscription rights, preemptive rights, rights of first refusal notes or other rights obligations the holders of which have or agreements upon the happening of certain events would have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of VPT on any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreementmatter. Except as set forth in Section 7.3 of the ProspectusVPT Disclosure Letter, there are no restrictions upon the voting existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements, stock appreciation rights or similar derivative securities or instruments or commitments which obligate VPT to issue, transfer of or sell any shares of the Company’s Common Stock pursuant beneficial interest of VPT or make any payments in lieu thereof. Since January 30, 1997, VPT has not granted any options or other rights to the Company’s Articles purchase any shares of Incorporation or bylawsbeneficial interest of VPT. There are no agreements or understandings to which VPT or any VPT Subsidiary is a party with respect to the voting of any shares of beneficial interest of VPT or which restrict the transfer of any such shares, nor does VPT have knowledge of any such agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares, other than the Voting Agreement and those set forth in VPT's Declaration of Trust with respect to the maintenance of VPT as a real estate investment trust under the Code (as defined below) ("REIT"). There are no outstanding contractual obligations (contingent of VPT or otherwise) that may require the Company any VPT Subsidiary to repurchase repurchase, redeem or otherwise acquire any shares of its Common Stockbeneficial interest, partnership interests or any other securities of VPT or any VPT Subsidiary. No Person has Except as set forth in Section 7.3 of the rightVPT Disclosure Letter, contractual neither VPT nor any VPT Subsidiary is under any obligation, contingent or otherwise, to cause the Company to issue to it, or by reason of any agreement to register pursuant to any of their securities under the Securities Act. VPT has delivered to Buyer complete and correct copies of all VPT option plans and all forms of options issued pursuant to any VPT option plan, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderincluding all amendments thereto.

Capitalization. (a) The Company has an Schedule of Exceptions sets forth the authorized capitalization as and outstanding capital stock of the Company. The Common Stock and the Series B Preferred shall have the rights, preferences, privileges and restrictions set forth in the General Disclosure Package, and all of the issued Restated Certificate. The outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued in compliance with applicable laws, and are fully paid and non-assessable; none of the nonassessable. All such outstanding shares of capital stock have been issued in compliance with state and federal securities laws. The Company has a right of first refusal over transfers of all outstanding shares of Common Stock. Except for the conversion privileges of the Company was issued Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred, or as otherwise described in violation this Agreement or the Schedule of the preemptive Exceptions, there are no options, warrants or other similar rights of to purchase any security holder of the Company’s authorized and unissued capital stock. (b) The Company has reserved: (i) the Shares for issuance pursuant to this Agreement; all and (ii) shares of Common Stock (as may be adjusted in accordance with the provisions of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying sharesRestated Certificate) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part for issuance upon conversion of the Company. When issued against payment therefor Shares. (c) Except as provided set forth in this Agreement, (i) the Common Shares Company is presently not under any obligation and has not granted any rights to register under the Securities Act any of its presently outstanding securities or any of its securities that may hereafter be issued and (ii) to the Company’s knowledge, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company. (d) The Shares, when issued and delivered and paid for in compliance with the provisions of this Agreement will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Restated Certificate, the Conversion Shares will be free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoeverliens or encumbrances, other than any of the foregoing liens or encumbrances created by Xxxxxxx Xxxxx. The capital stock of or imposed upon the CompanyInvestors; provided, including however, that the Common Shares, conforms Shares and the Conversion Shares are subject to the description contained in the General Disclosure Package. Except restrictions on transfer under U.S. state and/or federal securities laws and as set forth in herein. The Shares and the General Disclosure Package, there Conversion Shares are no outstanding options, warrants, conversion rights, subscription rights, not subject to any preemptive rights, rights or rights of first refusal refusal, except for such rights as have been duly complied with or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderwaived.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus after giving effect to the Listing Reverse Split. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except The Preferred Shares, when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will have the relative rights, preferences, privileges and limitations set forth in the General Certificate of Designation, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the Preferred Stock contained in the Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. The Conversion Shares, there are no outstanding optionswhen issued, warrantspaid for and delivered upon due conversion of the Preferred Stock, conversion will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any . The Warrant Shares and the shares of Common Stock issuable upon the exercise of the Company or any other securities Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Company Warrants or the Underwriter Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of any kind binding on the Company (except pursuant to dividend reinvestmentpreemptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that rights. The Conversion Shares, Warrant Shares and the Underwriter Warrant Shares have been reserved for issuance. The Preferred Shares, the Warrants and the Underwriter Warrants, when issued, will be triggered by conform in all material respects to the issuance of the Common Shares as described in this Agreement. Except as descriptions thereof set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The authorized capital stock of the Company has an authorized capitalization and the shares thereof issued and outstanding were as set forth in the General Disclosure Package, and all SEC Filings as of the issued dates reflected therein. All of the outstanding shares of capital stock of the Company Class A Common Stock have been duly authorized and validly authorized and issued issued, and are fully paid and non-assessable; none . All of the Public Warrants have been duly authorized and validly issued, and are fully paid. Each Public Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share. None of the shares of Class A Common Stock or Public Warrants are subject to or were issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the Delaware General Corporation Law, the Company’s organizational documents or any contract to which the Company is a party or by which the Company is bound. There are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any Shares or any capital equity of the Company. Except as set forth in the SEC Filings, this Agreement and the Registration Rights Agreement, there are no agreements or arrangements under which the Company is obligated to register the sale of any securities under the 1933 Act. Except as set forth in the SEC Filings, no shares of Class A Common Stock and no Public Warrants are entitled to preemptive rights and there are no outstanding debt securities and no contracts, commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of the capital stock of the Company or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into or exchangeable for, any shares of capital stock of the Company was other than those issued or granted in violation the ordinary course of business pursuant to the Company’s equity incentive and/or compensatory plans or arrangements. Except for customary transfer restrictions contained in agreements entered into by the Company to sell restricted securities or as set forth in the SEC Filings, the Company is not a party to, and to the Company’s Knowledge, there is no agreement restricting the voting or transfer of any shares of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageSEC Filings, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by this Agreement, the issuance Registration Rights Agreement or any of the Common Shares as described in this Agreement. Except as set forth in other Transaction Documents, or the Prospectus, there are no restrictions upon the voting or transfer of any shares consummation of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation transactions described herein or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereundertherein.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Packagecapital stock of MDI consists of 1,000 Shares of which 100 shares of common stock par value $0.01 per share, are issued and all outstanding. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Shares are owned directly or indirectly beneficially and of record by the CompanyStockholder, free and clear of any liens, encumbrances or security interests, except as described and all Liens. Upon the delivery of the Shares in the General Disclosure Packagemanner contemplated by Section 2.4(a), Buyer will acquire the beneficial and legal, valid and indefeasible title to such Shares free and clear of any and all Liens. The Common Shares (in an amount up to the Maximum Program Amount) MDI has no treasury capital stock. All shares of MDI's and each of its Subsidiaries' outstanding capital stock have been duly authorized, are validly issued and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreementoutstanding, the Common Shares will be validly issued, and are fully paid and nonassessable, and are not subject to any preemptive rights. No securities issued by MDI or any of its Subsidiaries from the date of its incorporation were issued in violation of any statutory, contractual or common law preemptive rights. There are no dividends or distributions which have accrued or been declared but are unpaid on the capital stock of MDI or any of its Subsidiaries. Except as set forth on Schedule 4.12, neither MDI nor any of its Subsidiaries has declared or paid any dividends or distributions since the Acquisition Date. All Taxes (including documentary stamp taxes) required to be paid in connection with the issuance by MDI or any of its Subsidiaries of MDI's and each of its Subsidiaries' capital stock have been paid. All authorizations required to be obtained from or registrations required to be effected with any Person in connection with the issuances of securities by MDI and each of its Subsidiaries from their respective dates of incorporation have been obtained or effected and all securities of MDI and its Subsidiaries have been issued in accordance with the provisions of all applicable securities and other laws. All of the outstanding securities of each of MDI's Subsidiaries are owned of recorded and beneficially by either MDI or another of its Subsidiaries, free and clear of all preemptive rightsLiens, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except except as set forth in on Schedule 4.12. Schedule 4.12 lists all Subsidiaries of MDI, their jurisdictions of incorporation or organization, the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any number shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of their respective capital stock or other securities equity interests authorized, issued and outstanding. Except asset forth in Schedule 4.12, neither MDI nor any of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderits Subsidiaries has any equity investment in any other Person.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as The Common Shares issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”) when issued, paid for and delivered upon due exercise of the Underwriter Warrants will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Underwriter Warrant Shares have been reserved for issuance. The Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all (a) All of the issued shares of capital stock assets and liabilities related to the Business, including those acquired by Seller Parent and its Subsidiaries from Angel, are held by Seller Parent directly and/or by its direct and indirect Subsidiaries. (b) Section 4.3(b) of the Company have been duly and validly Disclosure Letter sets forth with respect to each of the Purchased Seller Subsidiaries, its jurisdiction of organization, the amount of its authorized and outstanding equity interests and the record owners of such outstanding equity interests. Each of the Purchased Seller Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each Purchased Seller Subsidiary has the requisite corporate or similar power and authority to carry on the Business as the same is now being conducted by such Purchased Seller Subsidiary. All the issued and are fully paid and non-assessable; none outstanding equity interests of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been Purchased Seller Subsidiaries, are duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyauthorized, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenon-assessable and free of any preemptive rights in respect thereto. There are no outstanding (i) securities convertible into or exchangeable for the equity interests of the Purchased Seller Subsidiaries, (ii) options, warrants or other rights to purchase or subscribe for equity interests in the Purchased Seller Subsidiaries, or (iii) Contracts or understandings of any kind relating to the issuance, transfer, repurchase, redemption, reacquisition or voting of any equity interests in the Purchased Seller Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, the Purchased Seller Subsidiaries, is subject or bound. (c) Upon consummation of the Closing, Purchaser will own the Purchased Subsidiary Interests, in each case free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoeverLiens, other than any of the foregoing Liens created by Xxxxxxx Xxxxx. The capital stock of Purchaser or its Affiliates. (d) No Purchased Seller Subsidiary has conducted any business following its formation, other than the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common StockBusiness. No Person has Purchased Seller Subsidiary will at the rightClosing (i) have any Liabilities that do not constitute Assumed Liabilities or (ii) have any assets other than Purchased Assets, contractual Transferred Business Intellectual Property or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderTransferred Business Intellectual Property Rights.

Capitalization. The authorized, issued and outstanding shares of beneficial interest of the Company has an authorized capitalization are as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise of convertible or exchangeable securities or options referred to in the issued Registration Statement, the General Disclosure Package and the Prospectus). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) no shares of capital stock beneficial interest of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the reserved for any purpose, (ii) there are no outstanding instruments convertible into or exchangeable for any shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock beneficial interest of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, and (iii) there are no outstanding options, warrants, conversion rights, subscription rights, rights (preemptive rights, rights of first refusal or other rights otherwise) or agreements of any nature outstanding warrants to purchase or subscribe for shares of beneficial interest or any other ownership interests of the Company. Each of (A) the outstanding shares of beneficial interest of the Company (including Securities to purchase be sold by a Selling Shareholder and the Underwritten Borrowed Shares), (B) all outstanding instruments convertible into or exchangeable for any shares of Common Stock beneficial interest or any other ownership interests of the Company and (C) all outstanding options, rights or warrants to purchase or subscribe for shares of beneficial interest or any other securities ownership interests of the Company of any kind binding on has been duly authorized and validly issued, is fully paid and non-assessable and conforms in all material respects to all statements relating thereto in the Company (except pursuant to dividend reinvestmentRegistration Statement, stock purchase or ownership, stock option, director or employee benefit plans ) the General Disclosure Package and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon and none of such outstanding shares (including Securities to be sold by a Selling Shareholder and the voting Underwritten Borrowed Shares), instruments, options, rights or transfer warrants were issued in violation of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements preemptive rights or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereundersimilar rights.

Capitalization. (a) The Company total amount of authorized capital stock of ILG as of the date of this Agreement consists of 1,000 shares of ILG Common Stock, 100 of which is issued and outstanding. All of the issued and outstanding ILG Common Stock has an been duly authorized capitalization and validly issued in compliance with all applicable Laws in all material respects. ISH is the record and beneficial owner of all issued and outstanding ILG Common Stock. (b) Except as set forth in the General Disclosure Package, and all on Section 5.02(b) of the issued shares of capital stock of the Company have been duly and validly authorized and issued and Disclosure Schedule, there are fully paid and non-assessable; none of the no outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companysubscriptions, free and clear of any liensoptions, encumbrances or security interestswarrants, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreementcommitments, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claimsdeferred compensation rights, liensagreements, chargesarrangements or commitments of any kind to which ILG is a party relating to the issuance of, encumbrances and security or outstanding securities convertible into or exercisable or exchangeable for, any ILG Common Stock or other equity interests of ILG. ILG has not agreed to issue any nature whatsoeverstock appreciation right, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Companyphantom stock, including the Common Shares, conforms to the description contained interest in the General Disclosure Packageownership or earnings of ILG or other equity equivalent. Except as set forth in on Section 5.02(b) of the General Disclosure PackageSchedule, there are no agreements to which ILG is a party with respect to the voting of any ILG Common Stock or which restrict the transfer of any such ILG Common Stock. Except as set forth on Section 5.02(b) of the Disclosure Schedule, there are no outstanding optionscontractual obligations of ILG to repurchase, warrantsredeem or otherwise acquire any ILG Common Stock, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company equity interests or any other securities of ILG. (c) The minute books of ILG and its Subsidiaries, to the Company extent required by applicable Law, reflect in all material respects all actions taken by the board of directors (or equivalent body), any kind binding on committee and the Company (except pursuant to dividend reinvestment, stock purchase stockholder or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments member of the Company containing anti-dilution applicable entity by written consent or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth resolution since September 30, 2014 (or in the Prospectuscase any Subsidiary acquired by ILG after such date, there are no restrictions upon since the voting or transfer date of any shares such acquisition). The other books and records of ILG and its Subsidiaries have been prepared and maintained in accordance with applicable Law and accurately reflect in all material respects the Company’s Common Stock pursuant to the Company’s Articles assets, liabilities, business, financial condition and results of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares operations of ILG and its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderSubsidiaries.

Capitalization. The Company has an authorized capitalization authorized, issued and outstanding share capital of ProQR Therapeutics N.V. is as set forth in the General Disclosure PackageSEC Reports (other than for subsequent issuances, and if any, pursuant to employee benefit plans or director compensation plans described in the SEC Reports or upon the exercise of outstanding options or warrants described in the SEC Reports); the Conversion Shares potentially issuable herein conform in all material respects to the description thereof contained in the SEC Reports; all of the issued shares of and outstanding share capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessablenonassessable and have been issued in compliance with federal and state securities laws; none of the outstanding shares of share capital stock of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of any security holder of the CompanyProQR Therapeutics N.V.; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements equity or debt securities convertible into or exchangeable or exercisable for, any share capital of Borrower or any nature outstanding of its Subsidiaries other than those described in the SEC Reports; all grants of options to subscribe for acquire share capital of Borrower or to purchase any shares of Common Stock its Subsidiaries were validly issued and approved by the Supervisory Board of ProQR Therapeutics N.V., a committee thereof or an individual with authority duly delegated by the Supervisory Board of Borrower or a committee thereof; grants of ProQR Therapeutics N.V. share options were (a) made in material compliance with all applicable laws and (b) as a whole, made in material compliance with the terms of the Company plans under which ProQR Therapeutics N.V. such share options were issued; there is no and has been no policy or any other securities practice of ProQR Therapeutics N.V. to coordinate the Company grant of any kind binding on ProQR Therapeutics N.V. share options with the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements release or other obligations (contingent public announcement of material information regarding ProQR Therapeutics N.V. or otherwise) that may require the Company to repurchase its results of operations or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderprospects.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure PackageProspectus, and all of the issued outstanding shares of capital stock Common Stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock Common Stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued outstanding shares of capital stock or other ownership interests of each Significant Material Subsidiary have been duly authorized and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When Company and, when issued and delivered against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, will not be subject to any preemptive or similar rights and will be free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms Shares conform to the description contained in the General Disclosure Package. Prospectus under the caption “Description of Common Stock.” Except as set forth in the General Disclosure PackageProspectus, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans plans) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there There are no restrictions upon the voting or transfer of any shares of the Company’s 's Common Stock pursuant to the Company’s 's Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. (a) The Company has an authorized capitalization capital stock of Huntington consists of 500,000,000 shares of Huntington Common Stock, of which, as set forth of December 15, 2006, 235,220,512 shares were issued and outstanding, and 6,617,808 shares of preferred stock, no par value (the “Huntington Preferred Stock”), of which, as of the date hereof, no shares were issued and outstanding. As of December 15, 2006, no more than 22,645,743 shares of Huntington Common Stock were held in Huntington’s treasury. As of the General Disclosure Packagedate hereof, no shares of Huntington Common Stock or Huntington Preferred Stock were reserved for issuance, except for 26,513,240 shares of Huntington Common Stock reserved for issuance upon exercise of options issued pursuant to employee and director stock plans of Huntington in effect as of the date of this Agreement (the “Huntington Stock Plans”). All of the issued and outstanding shares of Huntington Common Stock have been, and all of the issued shares of capital stock of Huntington Common Stock that may be issued pursuant to the Company have been Huntington Stock Plans will be, when issued in accordance with the terms thereof, duly authorized and validly authorized and issued and are fully paid paid, nonassessable and non-assessable; none free of preemptive rights, with no personal liability attaching to the ownership thereof. The total equity interests in Merger Sub consists of 100 outstanding membership units (“Merger Sub Units”). All Merger Sub Units are been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the ownership thereof. Except pursuant to this Agreement and the Huntington Stock Plans, Huntington does not have and is not bound by any outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for the purchase or issuance of any shares of capital stock Huntington Common Stock or Merger Sub Units or any other equity securities of Huntington or Merger Sub or any securities representing the Company was right to purchase or otherwise receive any shares of Huntington Common Stock or Merger Sub Units. The shares of Huntington Common Stock to be issued pursuant to the Merger have been duly authorized and, when issued and delivered in violation accordance with the terms of this Agreement, will have been validly issued, fully paid, nonassessable and free of preemptive rights, with no personal liability attaching to the preemptive or other similar rights of any security holder of the Company; all ownership thereof. (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non“significant subsidiary” (as such term is defined under Regulation S-assessable; and all shares X of capital stock or other ownership interests the SEC) of each Significant Subsidiary (other than directors’ qualifying shares) Huntington are owned by Huntington, directly or indirectly by the Companyindirectly, free and clear of any liensLiens, encumbrances and all of such shares or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been equity ownership interests are duly authorized and validly authorized by all necessary corporate action on the part issued and are fully paid, nonassessable (subject to 12 U.S.C. §§ 55) and free of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights. No such significant subsidiary has or is bound by any outstanding subscriptions, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rightscalls, subscription rights, preemptive rights, rights of first refusal or other rights commitments or agreements of any nature outstanding to subscribe character calling for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or any other equity security of such subsidiary or any securities representing the right to purchase or otherwise receive any shares of the Company upon the filing capital stock or any other equity security of the Registration Statement or the issuance or sale of the Common Shares hereundersuch subsidiary.

Capitalization. The (a) Section 3.6(a) of the Company has an authorized capitalization Disclosure Schedule sets forth a true and complete list of all the Equity Interests issued or outstanding in the Company, and there are no Equity Interests issued or outstanding in the Company except as set forth thereon. On the Closing Date, each owner of Company Equity Securities is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and Securities Act. All such Equity Interests are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly held by the Company, holders thereof free and clear of any all liens, encumbrances or security interestsoptions, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly rights of first refusal and validly authorized by all necessary corporate action limitations on the part of the Company’s voting or transfer rights other than transfer restrictions under applicable securities Laws and Organizational Documents. When issued against payment therefor as provided in this Agreement, the Common Shares will be All such Equity Interests are validly issued, fully paid and nonassessablenon-assessable and have been issued and granted in compliance in all respects with (i) applicable securities Laws and other applicable Law and (ii) all preemptive rights and other requirements set forth in applicable contracts to which the Company is a party and Organizational Documents. (b) A true and complete list of all the Subsidiaries, together with the jurisdiction of incorporation of each Subsidiary and the percentage of the outstanding Equity Interests of each Subsidiary owned by the Company and each other Subsidiary, is set forth in Section 3.6(b) of the Company Disclosure Schedule, and there are no Equity Interests issued or outstanding in any Subsidiary except as set forth thereon. All such Equity Interests are validly issued, fully paid and non-assessable have been issued and granted in compliance in all respects with (i) applicable securities Laws and other applicable Law and (ii) all preemptive rights and other requirements set forth in applicable contracts to which the Company is a party and Organizational Documents. Each outstanding Equity Interest of each Subsidiary is owned 100% by the Company or another Subsidiary free and clear of all preemptive rightsLiens, claimsoptions, liens, charges, encumbrances rights of first refusal and security interests of limitations on the Company’s or any nature whatsoever, Subsidiary’s voting or transfer rights other than any of the foregoing created by Xxxxxxx Xxxxxtransfer restrictions under applicable securities Laws and their respective organizational documents. The capital stock of the CompanyCompany does not directly or indirectly own, including the Common Sharesand has never owned, conforms to the description contained in the General Disclosure Package. any Equity Interest in, or any interest convertible into or exchangeable or exercisable for any Equity Interest in, any other corporation, partnership, joint venture or business association or other entity. (c) Except as set forth in Section 3.6(c) of the General Company Disclosure PackageSchedule, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, calls, convertible securities, conversion rights of first refusal or other rights rights, agreements, arrangements or agreements commitments of any nature outstanding character relating to subscribe for the issued or to purchase any shares of Common Stock unissued Equity Interests of the Company or any Subsidiary or obligating the Company or any Subsidiary to issue or sell any shares of Equity Interests of, or other equity or voting interests in, or any securities convertible into or exchangeable or exercisable for Equity Interests in, the Company or any Subsidiary. Neither the Company nor any Subsidiary is a party to, or otherwise bound by, and neither the Company nor any Subsidiary has granted, any equity appreciation rights, participations, phantom equity, restricted shares, restricted share units, performance shares, contingent value rights or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any Equity Interests in the Company or any Subsidiary. There are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements to which the Company or any Subsidiary is a party, or to the Company’s knowledge, among any holder of Company Common Shares or any other Equity Interests of the Company of or any kind binding on Subsidiary to which the Company (except pursuant or any Subsidiary is not a party, with respect to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of the Company Common Shares or any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock Equity Interests or other securities of the Company. The Company upon the filing does not own any Equity Interests in any person. (d) There are no outstanding contractual obligations of the Registration Statement Company or the issuance any Subsidiary to repurchase, redeem or sale otherwise acquire any Equity Interests of the Company or any Subsidiary or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person other than a Subsidiary. (e) Section 3.6(e) of the Company Disclosure Schedule sets forth the following information with respect to each outstanding unexercised Company Option: (i) the name of the Company Option holder; (ii) the Company Equity Plan (if any) pursuant to which such Company Option was granted; (iii) the number of Company Common Shares hereundersubject to such Company Option; (iv) the exercise price of such Company Option; (v) the date on which such Company Option was granted; (vi) the number of Company Common Shares subject to the Company Option that are vested and exercisable; and (vii) the date on which the Company Option expires. The Company has made available to MEDS in the Virtual Data Room accurate and complete copies of each Company Equity Plan (if any) pursuant to which the Company has granted the Company Options that are currently outstanding and the form of all award agreements evidencing such Company Options and specifying the vesting schedule for such Company Options. (f) Section 3.6(f) of the Company Disclosure Schedule sets forth the following information with respect to each outstanding Equity Interest granted under a Company Equity Plan (if any) (other than the Equity Interests set forth in Section 4.03(e) and 4.03(f) of the Company Disclosure Schedule): (i) the name of the Equity Interest holder; (ii) the Company Equity Plan pursuant to which such Equity Interest was granted; (iii) the number of Company Common Shares subject to such Equity Interest; (iv) the exercise price or hurdle price of such Equity Interest (if applicable); (v) the date on which such Equity Interest was granted; (vi) the number of Company Common Shares subject to the Equity Interest that are vested; (vii) the vesting schedule for such Equity Interest, and (viii) the date on which the Equity Interest expires. The Company has made available to MEDS in the Virtual Data Room accurate and complete copies of each Company Equity Plan pursuant to which the Company has granted Equity Interests that are currently outstanding and the form of all award agreements.

Capitalization. The Company has an authorized capitalization as set forth in As of the General Disclosure PackageSigning Date: (a) BGHL’s share capital is $100.00 divided into 100,000,000 shares, and each with a nominal value of $0.00000000001. Besides the foregoing, there are no other series or class of BGHL Stock (including preferred stock), or other warrants, options or rights entitling any other Person to BGHL Stock. Before giving effect to the transactions contemplated by this Agreement, all of the issued and outstanding BGHL Stock and other equity interests of BGHL are set forth on Schedule 4.3(a), along with the record owners, all of which shares and other equity interests are owned free and clear of capital stock any Liens other than those imposed under the BGHL Charter. All of the Company outstanding shares and other equity interests of BGHL have been duly and validly authorized and issued and authorized, are fully paid and non-assessable; none assessable and not in violation of any purchase option, right of first refusal or first offer, preemptive right, subscription right or any similar right under any provision of applicable Law, BGHL’s Organizational Documents or any Contract to which BGHL is a party or by which it or its securities are bound. BGHL holds no shares or other equity interests of BGHL in its treasury. None of the outstanding shares or other equity interests of capital stock of the Company was BGHL were issued in violation of the any applicable securities Laws. (b) There are no BGHL Convertible Securities, or preemptive rights or other rights of first refusal or first offer, nor are there any Contracts, commitments, arrangements or restrictions to which BGHL or, to BGHL’s Knowledge, any of its shareholders is a party or bound relating to any equity securities of BGHL, whether or not outstanding. There are no outstanding or authorized equity appreciation, phantom equity or similar rights of with respect to BGHL. Except as set forth on Schedule 4.3(b), there are no voting trusts, proxies, shareholder agreements or any security holder of the Company; all of the issued shares of capital stock other agreements or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up understandings with respect to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part voting of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure PackageBGHL’s equity interests. Except as set forth in the General Disclosure PackageBGHL’s Organizational Documents, there are no outstanding optionscontractual obligations of BGHL to repurchase, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase redeem or otherwise acquire any shares equity interests or securities of its Common StockBGHL, nor has BGHL granted any registration rights to any Person with respect to BGHL’s equity securities. No Person has All of BGHL’s securities have been granted, offered, sold and issued in compliance with all applicable securities Laws. As a result of the rightconsummation of the Contemplated Transactions, contractual or otherwiseno equity interests of BGHL are issuable and no rights in connection with any interests, to cause the Company to issue to itwarrants, or to register pursuant to the Securities Actrights, any shares of capital stock options or other securities of BGHL accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise). (c) Since its formation, BGHL has not declared or paid any distribution or dividend in respect of its equity interests and has not repurchased, redeemed or otherwise acquired any equity interests of BGHL and the Company upon the filing board of directors of BGHL, has not authorized any of the Registration Statement or the issuance or sale of the Common Shares hereunderforegoing.

Capitalization. The Company has an authorized capitalization (a) Seller owns one hundred percent (100%) of the Class B Interests in each of the JV Entities, as set forth in the General Disclosure Packagerespective Organizational Documents of such JV Entities. The only members of (i) Four Brothers are Seller and, to Seller’s Knowledge, Four Brothers Holdco, (ii) Iron Springs are Seller and, to Seller’s Knowledge, Iron Springs Holdco, and (iii) Granite Mountain are Seller and, to Seller’s Knowledge, Granite Mountain Holdco. Four Brothers owns all of the issued shares of capital stock respective limited liability company interests of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none Project Companies listed on PART I of Schedule A. Iron Springs owns all of the respective limited liability company interests of the Project Companies listed on PART II of Schedule A. Granite Mountain owns all of the respective limited liability company interests of the Project Companies listed on PART III of Schedule A. (b) All of the outstanding shares of capital stock of Class B Interests that are owned by Seller in the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary JV Entities, as applicable, have been duly validly created and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) such Class B Interests are owned directly or indirectly by the Company, Seller free and clear of any liens, encumbrances or security interests, all Liens except for Liens associated with the Existing Back-Leverage Financing (until such Indebtedness is repaid and such Liens are released as described required hereby). All of the outstanding limited liability company membership interests that are owned by the JV Entities in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) Project Companies, as applicable, have been duly validly created and validly such interests are owned by the applicable JV Entities free and clear of all Liens. (c) No representations or warranties are made by Seller under this Agreement with respect to Four Brothers Holdco, Iron Springs Holdco, Granite Mountain Holdco or any of their respective direct or indirect ownership interests in the JV Entities or any Project Company. (d) Except for the rights granted to Four Brothers Holdco, Iron Springs Holdco, Granite Springs Holdco and their respective Affiliates, as applicable, or as otherwise set forth, in the Organizational Documents of the Sale Entities, (i) there are no authorized by all necessary corporate action or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from the Sale Entities any equity interests of or in the Sale Entities, (ii) there are no commitments on the part of the Company. When issued against payment therefor as provided in this AgreementSale Entities to issue shares, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding optionssubscriptions, warrants, conversion options, convertible securities, limited liability company interests, membership interests, general partnership interests, limited partnership interests or other similar rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of (iii) the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are Sale Entities have no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations obligation (contingent or otherwiseother) that may require the Company to repurchase purchase, redeem or otherwise acquire any shares of its Common Stock. No their respective equity securities, and (iv) there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity interests of the Sale Entities. (e) The Sale Entities do not own any equity interests in any other Person (other than in another Sale Entity), and no Sale Entity has any obligation to make any investment (in the right, contractual form of a capital contribution or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, ) in any shares of capital stock or Person (other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderthan in another Sale Entity).

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure Package, Package and all the Final Prospectus. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been are duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear have been issued in compliance with all applicable securities laws, and conform in all material respects to the description thereof in the Registration Statement, the Time of all preemptive rightsSale Disclosure Package and the Final Prospectus. Except for the issuances of options or restricted stock in the ordinary course of business, claimssince the respective dates as of which information is provided in the Registration Statement, liensthe Time of Sale Disclosure Package or the Final Prospectus, chargesthe Company has not entered into or granted any convertible or exchangeable securities, encumbrances and security interests of options, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company any nature whatsoever, other than any shares of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common . The Shares, conforms when issued and paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and will conform to the description of the capital stock of the Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except The Warrant Shares and the shares of Common Stock issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Warrants or the Underwriter Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Warrant Shares and the Underwriter Warrant Shares have been reserved for issuance. The Warrants and the Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the Registration Statement, the General Disclosure Package, Package and the Prospectus under the heading “Capitalization;” all of the issued shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; assessable and have been issued in compliance with all applicable federal and state securities laws and none of the outstanding those shares of capital stock of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of to the extent any security holder of such rights were not waived; the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary Firm Shares and Option Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued delivered against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenon-assessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any the issuance of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms Transaction Securities is not subject to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, any preemptive rights, rights of first refusal or other similar rights or agreements and that have not heretofore been waived (with copies of such waivers provided to the Underwriters); and no holder of any nature outstanding to subscribe for Transaction Securities or to purchase any shares of Common Stock is or will be subject to personal liability by reason of being such a holder. The Transaction Securities and the Underwriters’ Warrants conform in all material respects to the descriptions thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus under the heading “Description of Securities.” When issued, the Warrants will constitute valid and binding obligations of the Company or any other to issue and sell, upon exercise thereof and payment of the respective exercise prices therefor, the number and type of securities of the Company called for thereby in accordance with the terms thereof, and the Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any kind binding on indemnification or contribution provision may be limited under federal and state securities laws; and (iii) that the Company (except pursuant remedy of specific performance and injunctive and other forms of equitable relief may be subject to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) the equitable defenses and there are no outstanding securities or instruments to the discretion of the Company containing anti-dilution or similar provisions that court before which any proceeding therefor may be brought. The Warrant Shares issuable upon exercise of the Warrants have been duly authorized and reserved for issuance and when issued in accordance with the terms thereof, will be triggered by the issuance duly and validly issued, fully paid and non-assessable; will not have been issued in violation of the Common Shares as described in this Agreement. Except as set forth in the Prospectusor be subject to any preemptive rights, there are no restrictions upon the voting rights of first refusal or transfer of any shares other similar rights to subscribe for or purchase securities of the Company’s Common Stock pursuant ; and the holders thereof will not be subject to the Company’s Articles personal liability by reason of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.being such holders;

Capitalization. (a) The capital stock of the Company has an authorized capitalization as set forth conforms to the description thereof contained in the General Disclosure Package, and all of Information Material. (b) All the issued outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none , and were issued in accordance with the registration or qualification requirements of the outstanding shares of capital stock Securities Act and any other relevant securities laws or pursuant to valid exemptions therefrom. The Company has authorized (or as of the Company was issued in violation Closing Date will have authorized) the issuance, sale and delivery of the preemptive or other similar rights of any security holder Shares and Warrants in accordance with this Agreement, and subject to the issuance of the Company; all Warrants, the Company has reserved (or as of the issued shares of capital stock or other ownership interests of each Significant Subsidiary Closing Date will have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying sharesreserved) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common for issuance Ordinary Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part initially issuable upon conversion of the CompanyWarrants. When issued against payment therefor Upon issuance, sale and delivery as provided in contemplated by this Agreement, the Common Shares will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock non-assessable Ordinary Shares of the Company, including the Common Sharesfree of all preemptive or similar rights, conforms and entitled to the description contained rights described in the General Disclosure PackageOrganizational Documents. Upon their issuance in accordance with the terms of the Warrants, the Ordinary Shares issuable upon exercise of the Warrants will be duly authorized, validly issued, fully paid and non-assessable Ordinary Shares of the Company, free of all preemptive or similar rights, and entitled to the rights described in the Organizational Documents. (c) Except as set forth disclosed in the General Disclosure PackageInformation Materials, there are no outstanding options(A) securities or obligations of the Company or its Subsidiary convertible into or exchangeable for any shares or capital stock of the Company or its Subsidiary, (B) warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding options to subscribe for or to purchase from the Company or its Subsidiary any such shares of Common Stock or capital stock or any such convertible or exchangeable securities or obligations, or (C) obligations of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company Subsidiary to issue to it, or to register pursuant to the Securities Act, any shares of capital stock stock, any such convertible or other exchangeable securities of the Company upon the filing of the Registration Statement or the issuance obligations, or sale of the Common Shares hereunderany such warrants, rights or options.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued, are fully paid, non-assessable and free and clear of any preemptive or other similar rights, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid were issued in compliance with federal and non-assessable; none state securities laws. None of the outstanding shares of capital stock of the Company was Common Stock were issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company other than those described above or any other securities of accurately described in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The Company has an authorized capitalization as information set forth under the caption “Capitalization” in the General Statutory Prospectus (and any similar sections or information, if any, contained in the Disclosure Package, and all ) is fairly presented on a basis consistent with the Company’s financial statements. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Preliminary Prospectus and the Prospectus under the captions “Description of the Series D Preferred Stock” and “Description of Our Capital Stock” (and any similar sections or information, if any, contained in the Disclosure Package). The issued and outstanding shares of capital stock of the Company have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none 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 the any preemptive rights, rights of first refusal or other similar rights of to subscribe for or purchase or acquire any security holder securities of the Company; all Company or any of the issued its subsidiaries. There are no authorized or outstanding shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companystock, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities than as described in the Registration Statement, the Prospectus and the Disclosure Package. The description of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, Company’s stock option, director stock bonus and other stock plans or employee benefit plans ) arrangements, and there are no outstanding securities the options or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares other rights granted thereunder, as described in this Agreementthe Registration Statement, Disclosure Package and Prospectus, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. Except The issued and outstanding shares of capital stock of each of the Company’s subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and, except as set forth on Schedule III hereto or to the extent set forth in the Registration Statement, Disclosure Package and the Prospectus, there are no restrictions upon owned directly by the voting Company or transfer of any shares by another wholly-owned subsidiary of the Company’s Common Stock pursuant to , except for the Company’s Articles security interests, in each case as described in the Registration Statement, Disclosure Package and Prospectus (collectively, the “Permitted Encumbrances”), are free and clear of Incorporation any lien, encumbrance, security interest, claim or bylaws. There are no agreements or charge, other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to itthan those described in, or to register pursuant to the Securities Actincorporated by reference into, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or and the issuance or sale of the Common Shares hereunderProspectus.

Capitalization. The Company has an authorized capitalization as set forth under the heading “Capitalization” in the General Disclosure PackagePricing Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none nonassessable and free and clear of any preemptive or other similar rights, have been issued in compliance with federal and state securities laws and conform in all material respects to the description thereof contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding shares of capital stock of the Company Common Stock was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as date set forth in the General Disclosure Package, there are were no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company other than those described above or any other securities of accurately described in all material respects in the General Disclosure Package. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Stock issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Stock pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon General Disclosure Package and the filing of Prospectus, accurately and fairly present in all material respects the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. (a) The Company has an authorized capitalization capital stock of GCIC consists of (i) 100,000,000 shares of GCIC Common Stock, of which 67,103,001.653 were outstanding as set forth in of the General Disclosure Packageclose of business on November 27, 2018 (the “GCIC Capitalization Date”) and all (ii) 1,000,000 shares of preferred stock, par value $0.001 per share, none of which were outstanding as of the close of business on the GCIC Capitalization Date. All of the issued and outstanding shares of GCIC Common Stock have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, with no personal liability with respect to GCIC attaching to the ownership thereof. As of the date of this Agreement, no Indebtedness having the right to vote on any matters on which stockholders of GCIC may vote (“Voting Debt”) is issued or outstanding. As of the GCIC Capitalization Date, except pursuant to GCIC’s distribution reinvestment plan and pursuant to the GCIC Subscription Agreements, GCIC does not have and is not bound by any outstanding subscriptions, options, warrants, calls, rights, commitments or agreements of any character (“Rights”) calling for the purchase or issuance of, or the payment of any amount based on, any shares of GCIC Common Stock, Voting Debt or any other equity securities of GCIC or any securities representing the right to purchase or otherwise receive any shares of GCIC Common Stock, Voting Debt or other equity securities of GCIC. There are no obligations of GCIC or any of its Consolidated Subsidiaries (i) to repurchase, redeem or otherwise acquire any shares of capital stock of GCIC, Voting Debt or any equity security of GCIC or its Consolidated Subsidiaries or any securities representing the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding right to purchase or otherwise receive any shares of capital stock, Voting Debt or any other equity security of GCIC or its Consolidated Subsidiaries or (ii) pursuant to which GCIC or any of its Consolidated Subsidiaries is or could be required to register shares of GCIC’s capital stock or other securities under the Securities Act. All of the Company was issued in violation GCIC Common Stock sold has been sold pursuant to private placements exempt from the registration requirements of the preemptive or other similar rights of any security holder of Securities Act and in accordance with the Company; all Investment Company Act and, if applicable, state “blue sky” Laws. (b) All of the issued and outstanding shares of capital stock or other equity ownership interests of each Significant Consolidated Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) GCIC are owned by GCIC, directly or indirectly by the Companyindirectly, free and clear of any liensLiens, encumbrances and all of such shares or security interestsequity ownership interests are duly authorized and validly issued and are fully paid, except as described in the General Disclosure Package. The Common Shares nonassessable (in an amount up to the Maximum Program Amountrespect of corporate entities) have been duly and validly authorized by all necessary corporate action on the part free of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights. No Consolidated Subsidiary of GCIC has or is bound by any outstanding Rights calling for the purchase or issuance of, claims, liens, charges, encumbrances and security interests or the payment of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Actamount based on, any shares of capital stock or any other equity security of such Consolidated Subsidiary or any securities representing the right to purchase or otherwise receive any shares of capital stock or any other equity security of such Consolidated Subsidiary. (c) With respect to GCIC SLF: (i) to GCIC’s knowledge, GCIC SLF is a limited liability company duly organized and validly existing under the Laws of the Company upon the filing State of Delaware; (ii) all of the Registration Statement issued and outstanding equity ownership interests of GCIC SLF owned by GCIC are owned free and clear of any Liens; (iii) GCIC is in compliance with all applicable Laws with respect to its ownership interest in GCIC SLF, other than as would not, individually or in the issuance or sale of the Common Shares hereunderaggregate, reasonably be expected to have a Material Adverse Effect with respect to GCIC; and (iv) there are no material Proceedings pending or, to GCIC’s knowledge, threatened against GCIC with respect to its ownership interest in GCIC SLF.

Capitalization. (i) The authorized number of shares of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued shares of capital stock outstanding Ordinary Shares of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyfor as contemplated herein, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of date hereof, the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Company has duly authorized and outstanding shares as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall have the duly authorized and outstanding capitalizations as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital.” (ii) None of the outstanding Ordinary Shares or any other equity interest of the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of the Company to issue, any nature outstanding to subscribe for Ordinary Shares or to purchase any shares of Common Stock of other equity interest in, the Company or any other securities of its Subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding Ordinary Shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to Subsidiaries (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company’s Articles , directly or indirectly, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylawsrestriction on voting or transfer (collectively, “Liens”). There are no agreements restrictions on the transfer of the Ordinary Shares under the laws of the Cayman Islands or other obligations (contingent or otherwise) that may require the United States, aside from those restrictions which are contained in the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has M&A and described in the rightRegistration Statement, contractual or otherwise, to cause the Company to issue to it, or to register pursuant and other than with respect to the Securities Act, any shares of capital stock or other securities Ordinary Shares that are “restricted securities” as defined under Rule 144 of the Company upon Securities Act and Ordinary Shares that are subject to the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderLock-Up Agreement (as defined below).

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, have been issued in compliance in all material respects with all applicable securities laws and conform in all material respects to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interestsclaims, except as described to the extent that such liens, encumbrances, equities or claims would not reasonably be expected to have a Material Adverse Effect. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, the Pre-Funded Warrants and the Warrants, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of will conform in all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any material respects to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as set forth in The Pre-Funded Warrant Shares and the General Disclosure PackageWarrant Shares, there are no outstanding optionswhen issued, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe paid for or to purchase any shares of Common Stock and delivered upon due exercise of the Company or any other Pre-Funded Warrants and the Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws and will be free of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentpreemptive, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution registration or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderrights.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all (a) All of the issued shares of capital stock assets and liabilities related to the Business acquired by Seller Parent and its Subsidiaries from Angel are held by Seller Parent directly and/or by its direct and indirect Subsidiaries. (b) Section 4.3 of the Company have been duly and validly Disclosure Letter sets forth with respect to each of the Purchased Seller Subsidiaries, its jurisdiction of organization, the amount of its authorized and outstanding equity interests and the record owners of such outstanding equity interests. All the issued and are fully paid and non-assessable; none outstanding equity interests of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been Purchased Seller Subsidiaries, are duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Companyauthorized, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenon-assessable and free of any preemptive rights in respect thereto. There are no outstanding (i) securities convertible into or exchangeable for the equity interests of the Purchased Seller Subsidiaries, (ii) options, warrants or other rights to purchase or subscribe for equity interests in the Purchased Seller Subsidiaries, or (iii) Contracts or understandings of any kind relating to the issuance, transfer, repurchase, redemption, reacquisition or voting of any equity interests in the Purchased Seller Subsidiaries, any such convertible or exchangeable securities or any such options, warrants or rights, pursuant to which, in any of the foregoing cases, the Purchased Seller Subsidiaries, is subject or bound. (c) Upon consummation of the Closing, Purchaser will own the Purchased Subsidiary Interests, in each case free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoeverLiens, other than any of the foregoing Liens created by Xxxxxxx Xxxxx. The capital stock of Purchaser or its Affiliates. (d) No Purchased Seller Subsidiary has conducted any business following its formation, other than the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common StockBusiness. No Person has Purchased Seller Subsidiary will at the rightClosing (i) have any Liabilities that do not constitute Assumed Liabilities or (ii) have any assets other than Purchased Assets, contractual Transferred Business Intellectual Property or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderTransferred Business Intellectual Property Rights.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except as The shares of Common Stock issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Underwriter Warrants, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Underwriter Warrant Shares have been reserved for issuance. The Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The authorized, issued and outstanding shares of beneficial interest of the Company has an authorized capitalization are as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus in the column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans referred to in the Registration Statement, the General Disclosure Package and all the Prospectus or pursuant to the exercise of convertible or exchangeable securities or options referred to in the issued Registration Statement, the General Disclosure Package and the Prospectus). Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) no shares of capital stock beneficial interest of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the reserved for any purpose, (ii) there are no outstanding instruments convertible into or exchangeable for any shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock beneficial interest of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, and (iii) there are no outstanding options, warrants, conversion rights, subscription rights, rights (preemptive rights, rights of first refusal or other rights otherwise) or agreements of any nature outstanding warrants to purchase or subscribe for shares of beneficial interest or any other ownership interests of the Company. Each of (A) the outstanding shares of beneficial interest of the Company (including Securities to purchase be sold by a Selling Shareholder), (B) all outstanding instruments convertible into or exchangeable for any shares of Common Stock beneficial interest (including the 5.00% Series B Cumulative Convertible Voting Preferred Shares of the Company (“Series B Preferred Shares”) owned by certain Selling Shareholders as of the date of this Agreement, which will be converted into Common Shares prior to the Closing Time and a portion thereof sold as Securities by such Selling Shareholders) or any other securities ownership interests of the Company of any kind binding on the Company and (except pursuant C) all outstanding options, rights or warrants to dividend reinvestment, stock purchase or ownership, stock option, director subscribe for shares of beneficial interest or employee benefit plans ) and there are no outstanding securities or instruments any other ownership interests of the Company containing antihas been duly authorized and validly issued, is fully paid and non-dilution or similar provisions that will be triggered by assessable and conforms in all material respects to all statements relating thereto in the issuance of Registration Statement, the Common Shares as described in this Agreement. Except as set forth in General Disclosure Package and the Prospectus, there are no restrictions upon and none of such outstanding shares (including Securities to be sold by a Selling Shareholder), instruments (including Series B Preferred Shares owned by certain Selling Shareholders as of the voting date of this Agreement, which will be converted into Common Shares prior to the Closing Time and a portion thereof sold as Securities by such Selling Shareholders), options, rights or transfer warrants were issued in violation of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements preemptive rights or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereundersimilar rights.

Capitalization. The authorized and outstanding capitalization of the Company has an authorized capitalization is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus, subject, in each case, to the issuance of shares of common stock upon exercise of stock options, stock appreciation rights and warrants, and all upon settlement of restricted stock units, disclosed as outstanding in the issued Registration Statement, the General Disclosure Package and the Prospectus, the issuance of shares of common stock pursuant to that certain Common Stock Share Exchange Agreement, effective as of May 29, 2013, by and between the Company and TCW Shared Opportunity Fund V, L.P. (the “TCW Exchange Agreement”), the issuance of shares of common stock pursuant to that certain Agreement and Plan of Merger, dated as of October 25, 2013 (the “CS Financial Merger Agreement”), by and among the Company, the Bank, CS Financial, Inc., the Sellers (as defined therein) and the Sellers’ Representative (as defined therein), the issuance of shares of common stock pursuant to the Oaktree Purchase Agreement, the issuance of shares of common stock pursuant to the Patriot Purchase Agreement and the grant of options, restricted stock and other equity-based incentive awards under existing stock plans described in the Registration Statement, the General Disclosure Package and the Prospectus. The authorized capital stock of the Company conforms and will conform in all material respects as to legal matters to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. The shares of Common Stock outstanding prior to the issuance of the Securities have been been, except as would not be material to the Company and its subsidiaries taken as a whole, duly and authorized, are validly authorized and issued and are issued, fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was , have been issued in compliance with applicable securities laws and were not issued in violation of the any preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxxthe Covered Agent. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans plans) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth Cheniere LP Seller directly owns 100.0% of the limited partner interest in CCTP, Cheniere GP Seller directly owns 100.0% of the General Disclosure Packagemember interest in Cheniere CTP GP, and Cheniere CTP GP directly owns 100% of the general partner interest in CCTP (collectively, the “Outstanding Interests”), all of the issued shares of capital stock of the Company have been which Outstanding Interests are duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessablenonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act or Sections 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Except for the Outstanding Interests, free no other Capital Stock of the Subject Entities is authorized, issued, outstanding or reserved for issuance, and clear neither Subject Entity has issued or is obligated to issue any warrant, option, call, put or security which is convertible into, exercisable or exchangeable for any Capital Stock of all preemptive rightssuch Subject Entity. No Subject Entity is a party to any Contract obligating it to issue, claimssell, liens, charges, encumbrances and security interests of any nature whatsoever, other than purchase or redeem any of the foregoing created Capital Stock of such Subject Entity. No Subject Entity is a party to any notes or other Indebtedness the holders of which have the right to vote (or which are convertible into, exchangeable for or evidence the right to subscribe for or acquire securities having the right to vote) with the partners or members of such Subject Entity on any matter. There are no voting trusts, irrevocable proxies or other Contracts to which any Subject Entity or the Assigned Interests are bound with respect to voting any Capital Stock of any Subject Entity. There are no Contracts restricting or preventing the payment of distributions by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Subject Entities other than as set forth in their Charter Documents. All securities issued by the General Disclosure PackageSubject Entities have been issued in transactions exempt from registration under the Securities Act of 1933, there are no outstanding optionsas amended, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements the rules and regulations promulgated thereunder and applicable state securities laws. CCTP does not own any Capital Stock of any nature outstanding to subscribe for or to purchase Person, and Cheniere CTP GP does not own any shares of Common Capital Stock of the Company or any Person (other securities of the Company of any kind binding on the Company (than its interest in CCTP) except pursuant to dividend reinvestmentfor its interest in CCCP and Frontera, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that which will be triggered by distributed to Cheniere GP Seller prior to the issuance of Closing in accordance with Cheniere CTP GP’s organizational documents and Delaware law. Immediately following the Common Shares as described in this Agreement. Except as set forth Closing, all power and control over the Subject Entities will be vested in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement Subject Entities or the issuance or sale of the Common Shares hereunderBuyer.

Capitalization. (i) The authorized share capital of the Company has an authorized capitalization conforms as set forth to legal matters to the description thereof contained in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus. All of the issued outstanding ordinary shares of capital stock of the Company have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary . The Shares have been duly and validly authorized and and, when issued and are fully paid and non-assessable; and all shares of capital stock for as contemplated herein or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up pursuant to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part exercise of the Company. When issued against payment therefor Representative’s Warrants, as provided in this Agreementthe case may be, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any non-assessable. As of the foregoing created by Xxxxxxx Xxxxx. The capital stock of date hereof, the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except Company has duly authorized and outstanding capitalization as set forth in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital” and as of the Closing Date, the Company shall have the duly authorized and outstanding capitalization as set forth in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus under the heading “Capitalization” and “Description of Share Capital.” (ii) None of the outstanding ordinary shares or equity interests in the Company or the Subsidiaries 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 or the Subsidiaries. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements instruments convertible into or exchangeable or exercisable for, or any obligation of the Company to issue, any nature outstanding to subscribe for ordinary shares, or to purchase any shares of Common Stock of other equity interests in, the Company or any other securities of its Subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding ordinary shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to Subsidiaries (A) have been duly authorized and validly issued, (B) are fully paid and non-assessable and (C) are owned by the Company’s Articles , directly or indirectly, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylawsrestriction on voting or transfer (collectively, “Liens”). There are no agreements restrictions on the transfer of Ordinary Shares under the laws of the Cayman Islands or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares United States, aside from those restrictions which are contained in the memorandum and articles of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities association of the Company and described in the Registration Statement, and other than with respect to Ordinary Shares that are “restricted securities” as defined under Rule 144 under the Securities Act and Ordinary Shares that are subject to the Lock-Up Agreement (as defined below). (iii) The Class A Ordinary Shares issuable upon the filing exercise of the Registration Statement or Representative’s Warrants (the “Warrant Shares”) will be duly authorized and validly reserved for issuance upon exercise of the Representative’s Warrants in a number sufficient to meet the exercise requirement thereunder and, when issued in accordance with the terms of the Representative’s Warrants, such Warrant Shares will be validly issued, fully paid and non-assessable, free and clear of any Liens (other than Liens incurred by the holder thereof), and the issuance of such Warrant Shares will not be subject to any preemptive rights, resale rights, rights of first refusal or sale similar rights. There are no restrictions on transfers of the Common Warrant Shares hereunderunder the applicable laws, other than compliance with the United States federal and state securities laws.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure PackageRegistration Statement, and all of the issued shares of capital stock of the Company Company, have been duly and validly authorized and issued, are fully paid, non-assessable and free and clear of any preemptive or other similar rights, have been issued in compliance with federal and state securities laws, and conform to the description thereof contained in the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid were issued in compliance with federal and non-assessable; none state securities laws other than those which have been waived or satisfied. None of the outstanding shares of capital stock of the Company was Common Shares were issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there There are no authorized or outstanding shares of capital stock, options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to purchase, or agreements of equity or debt securities convertible into or exchangeable or exercisable for, any nature outstanding to subscribe for or to purchase any shares of Common Stock capital stock of the Company or any of its subsidiaries other securities of than those described above or accurately described in the Registration Statement and the Prospectus. Since such date, the Company of has not issued any kind binding on the Company (except securities other than Common Shares issued pursuant to dividend reinvestment, stock purchase the exercise of warrants or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting exercise of stock options or transfer of any shares of other awards outstanding under the Company’s Common Stock stock option plans, options or other securities granted or issued pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements existing equity compensation plans or other obligations (contingent or otherwise) that may require plans, and the Company to repurchase or otherwise acquire any shares issuance of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register Shares pursuant to employee stock purchase plans. The description of the Securities ActCompany’s stock option, any shares of capital stock bonus and other stock plans or arrangements, and the options or other securities of rights granted thereunder, as described in the Company upon Prospectus, accurately and fairly present in all material respects the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderinformation required to be shown with respect to such plans, arrangements, options and rights.

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization”. All of the issued shares of outstanding share capital stock of the Company have has been duly authorized and validly authorized and issued and are fully paid and non-assessable; none of . The Securities and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary Underwriter’s Securities have been duly and validly authorized and and, when issued and are paid for as contemplated herein, will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Securities and the Underwriter’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company except as validly waived or complied with; and all shares corporate action required to be taken for the authorization, issuance and sale of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free Securities and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have Underwriter’s Securities has been duly and validly authorized by all necessary corporate action on the part of the Companytaken. When paid for and issued against payment therefor as provided in this Agreementaccordance with the Underwriter’s Warrant, the Common underlying Ordinary Shares will be validly issued, fully paid and nonassessablenon-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the underlying Ordinary Shares are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company except as validly waived or complied with; and all corporate action required to be taken for the authorization, free issuance and clear sale of all the Underwriter’s Warrant has been duly and validly taken. None of the outstanding share capital of the Company were issued in violation of any preemptive rights, claims, liens, charges, encumbrances and security interests rights of any nature whatsoever, first refusal or other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock similar rights to subscribe for or purchase securities of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth disclosed in the General Registration Statement, the Pricing Disclosure PackagePackage and the Final Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements of any nature outstanding to subscribe for instruments convertible into or to purchase exchangeable or exercisable for, any shares of Common Stock of of, or other equity interest in, the Company or any other securities of its subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the Company’s Articles subsidiaries, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The capitalization of the Company has an authorized capitalization is as set forth in the General Registration Statement, the Pricing Disclosure Package, Package and all the Final Prospectus under the heading “Capitalization”. All of the issued shares of outstanding share capital stock of the Company has been duly authorized and validly issued and is fully paid and non-assessable. The Shares have been duly and validly authorized and and, when issued and are paid for as contemplated herein, will be validly issued, fully paid and non-assessable; none the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Shares and the Underwriter’s Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Shares and the Underwriter’s Securities has been duly and validly taken. When paid for and issued in accordance with the Underwriter’s Warrant or applicable transaction documents, the Ordinary Shares issuable upon exercise of the Underwriter’s Warrant will be validly issued, fully paid and non-assessable; the holders thereof are not and will not be subject to personal liability by reason of being such holders; the Ordinary Shares issuable upon exercise of the Underwriter’s Warrant are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company, except as validly waived or complied with; and all corporate action required to be taken for the authorization, issuance and sale of the Underwriter’s Warrant has been duly and validly taken. None of the outstanding shares of share capital stock of the Company was issued in violation of the any preemptive rights, rights of first refusal or other similar rights of any security holder of the Company; all of the issued shares of capital stock to subscribe for or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on the part purchase securities of the Company. When issued against payment therefor Except as provided disclosed in this Agreementthe Registration Statement, the Common Shares will be validly issued, fully paid Pricing Disclosure Package and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure PackageFinal Prospectus, there are no authorized or outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights to acquire, or agreements of any nature outstanding to subscribe for instruments convertible into or to purchase exchangeable or exercisable for, any shares of Common Stock of of, or other equity interest in, the Company or any other securities of its subsidiaries. All of the Company of any kind binding on the Company (except pursuant to dividend reinvestmentoutstanding shares of, stock purchase or ownershipother equity interest in, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares each of the Company’s Common Stock pursuant to subsidiaries (i) have been duly authorized and validly issued, (ii) are fully paid and non-assessable and (iii) are owned by the Company, directly or through the Company’s Articles subsidiaries, free and clear of Incorporation any security interest, mortgage, pledge, lien, encumbrance, charge, claim or bylaws. There are no agreements restriction on voting or other obligations transfer (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the rightcollectively, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder“Liens”).

Capitalization. The Company has an authorized capitalization share capital of PMI consists of unlimited number of PMI Shares. The number of issued and outstanding PMI Shares, PMI Options, PMI Warrants and PMI Performance Rights as at the date hereof is set forth in the General PMI Disclosure PackageLetter. There are no options, and all warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issued shares issuance, sale or transfer by PMI of capital stock any securities of the Company PMI (including PMI Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of PMI (including PMI Shares). All outstanding PMI Shares have been duly authorized and validly authorized and issued and issued, are fully paid and non-assessable; none , and all PMI Shares issuable upon the exercise of rights under the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of PMI Options, PMI Warrants and any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary PMI Performance Rights have been duly and authorized and, upon issuance, will be validly authorized and issued and are as fully paid and non-assessable; , and all shares are not and will not be subject to, or issued in violation of, any pre-emptive rights. All securities of capital stock or other ownership interests of each Significant Subsidiary PMI (other than directors’ qualifying shares) are owned directly or indirectly by including the CompanyPMI Shares, free the PMI Options and clear of any liens, encumbrances or security interests, except as described in the General Disclosure Package. The Common Shares (in an amount up to the Maximum Program AmountPMI Warrants) have been duly issued in compliance with all applicable Laws and validly authorized by all necessary corporate action on the part of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except as set forth in the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylawsSecurities Laws. There are no agreements securities of PMI outstanding which have the right to vote generally with the PMI Shareholders on any matter. There are no outstanding contractual or other obligations (contingent of PMI or otherwise) that may require any of the Company PMI Subsidiaries to repurchase repurchase, redeem or otherwise acquire any shares of its Common Stock. No Person has the right, contractual securities or otherwise, to cause the Company to issue to it, or to register pursuant with respect to the Securities Actvoting or disposing of any of its outstanding securities. There are no outstanding bonds, any shares of capital stock debentures or other securities evidences of indebtedness of PMI having the right to vote with the holders of the Company upon the filing of the Registration Statement or the issuance or sale of the Common outstanding PMI Shares hereunderon any matters.

Capitalization. The Company has an authorized capitalization as set forth in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Final Prospectus. All of the issued and outstanding shares of capital stock of the Company are duly authorized and validly issued, fully paid and nonassessable, and have been issued in compliance with all applicable securities laws, and conform to the description thereof in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All of the issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued and issued, are fully paid and non-assessable; none assessable and, except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the outstanding shares of capital stock of the Company was issued in violation of the preemptive or other similar rights of any security holder of the Company; all of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) Final Prospectus, are owned directly or indirectly by the Company, free and clear of any all liens, encumbrances encumbrances, equities or security interests, except as described claims. Except for the issuances of options or restricted stock in the General ordinary course of business, since the respective dates as of which information is provided in the Registration Statement, the Time of Sale Disclosure Package. The Common Shares (Package or the Final Prospectus, the Company has not entered into or granted any convertible or exchangeable securities, options, warrants, agreements, contracts or other rights in an amount up existence to purchase or acquire from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company any shares of the part capital stock of the Company. When The Shares, when issued against payment therefor and paid for as provided in this Agreementherein, the Common Shares will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any will conform to the description of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description Company contained in the General Registration Statement, the Time of Sale Disclosure PackagePackage and the Prospectus. Except The shares of Common Stock issuable upon the exercise of the Underwriter Warrants (the “Underwriter Warrant Shares”), when issued, paid for and delivered upon due exercise of the Underwriter Warrants, as applicable, will be duly authorized and validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights. The Underwriter Warrant Shares have been reserved for issuance. The Underwriter Warrants, when issued, will conform in all material respects to the descriptions thereof set forth in the General Registration Statement, the Time of Sale Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock of Package and the Company or any other securities of the Company of any kind binding on the Company (except pursuant to dividend reinvestment, stock purchase or ownership, stock option, director or employee benefit plans ) and there are no outstanding securities or instruments of the Company containing anti-dilution or similar provisions that will be triggered by the issuance of the Common Shares as described in this Agreement. Except as set forth in the Final Prospectus, there are no restrictions upon the voting or transfer of any shares of the Company’s Common Stock pursuant to the Company’s Articles of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunder.

Capitalization. The Company has an authorized capitalization as set forth in the General Disclosure Package, and all outstanding shares of ordinary shares of the issued shares of capital stock of Company, including the Company Securities to be purchased by the Underwriter from the Selling Shareholder, have been duly authorized and validly authorized and issued and are fully paid and non-assessable; none . None of the outstanding shares of capital stock ordinary shares of the Company was Company, including the Securities to be purchased by the Underwriter from the Selling Shareholder, were issued in violation of the preemptive or other similar rights of any security holder securityholder of the Company; all . The holders of the issued shares of capital stock or other ownership interests of each Significant Subsidiary have been duly and validly authorized and issued and are fully paid and non-assessable; and all shares of capital stock or other ownership interests of each Significant Subsidiary (other than directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of any liens, encumbrances or security interests, except outstanding Ordinary Shares as described in the Registration Statement, the General Disclosure Package. The Common Package and the Prospectus are not entitled to preemptive or other rights to acquire the Shares (in an amount up or the ADSs; there are no outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from the Maximum Program Amount) have been duly and validly authorized by all necessary corporate action on Company, or obligations of the part Company to issue, Ordinary Shares or any other class of share capital of the Company. When issued against payment therefor as provided in this Agreement, the Common Shares will be validly issued, fully paid and nonassessable, free and clear of all preemptive rights, claims, liens, charges, encumbrances and security interests of any nature whatsoever, other than any of the foregoing created by Xxxxxxx Xxxxx. The capital stock of the Company, including the Common Shares, conforms to the description contained in the General Disclosure Package. Except except as set forth in the Registration Statement, the General Disclosure Package, there are no outstanding options, warrants, conversion rights, subscription rights, preemptive rights, rights of first refusal Package or other rights or agreements of any nature outstanding to subscribe for or to purchase any shares of Common Stock the Prospectus under the captions “Description of the Securities—Description of Ordinary Shares” and in the Annual Report under the captions “Item 6. Directors, Senior Management and Employees—B. Compensation” and “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions”; the Shares, when issued and delivered against payment therefor, may be freely deposited by the Company with the Depositary against issuance of ADRs evidencing ADSs; the ADSs, when issued and delivered against payment therefor, will be freely transferable by the Company to or any other securities for the account of the Company of any kind binding on Underwriter and (to the Company (except pursuant to dividend reinvestmentextent described in the Registration Statement, stock purchase or ownership, stock option, director or employee benefit plans the General Disclosure Package and the Prospectus ) the initial purchasers thereof; and there are no outstanding securities or instruments restrictions on subsequent transfers of the Company containing anti-dilution Shares or similar provisions that will be triggered by the issuance ADSs under the laws of the Common Shares Cayman Islands, the United Kingdom, the PRC or the United States, except as otherwise described in this Agreement. Except the Registration Statement, the General Disclosure Package and the Prospectus under the captions “Description of the Securities—Description of Ordinary Shares” and “Description of the Securities—Description of American Depositary Receipts”; except as set forth disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no restrictions upon outstanding securities convertible into or exchangeable for, or warrants, rights or options to purchase from any of the voting Group Entities, or transfer obligation of any shares of the Company’s Common Stock pursuant Group Entities to the Company’s Articles issue, equity shares or any other class of Incorporation or bylaws. There are no agreements or other obligations (contingent or otherwise) that may require the Company to repurchase or otherwise acquire share capital of any shares of its Common Stock. No Person has the right, contractual or otherwise, to cause the Company to issue to it, or to register pursuant to the Securities Act, any shares of capital stock or other securities of the Company upon the filing of the Registration Statement or the issuance or sale of the Common Shares hereunderGroup Entities.