Common use of Offered Securities Clause in Contracts

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital common stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Prospectus (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in the Registration Statement, the General Disclosure Package and the Prospectus); all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the Registration Statement, the General Disclosure Package and the Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectustherein; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital common stock of the Company have been issued in violation of any preemptive or similar rights of any security holder; the forms of certificates used to represent the Offered Securities comply in all material respects with all applicable statutory requirements and with any applicable requirements of the Organizational Documents of the Company, and, in the case of the Offered Securities, with any requirements of the NYSE; the Securities have been registered pursuant to Section 12(b) of the Exchange Act and the Company has not received any notification that the Commission is contemplating terminating such registration; and the Company has not received any notification that the NYSE is contemplating terminating the listing of the Securities. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are and, will be no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital common stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital common stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital common stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information description thereof contained in the General Disclosure Package and will conform in all material respects to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth or incorporated by reference in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options. All distributions, including the distributions on all other securities of the Company ranking prior to or on a parity with the Common Stock with respect to the payment of distributions in respect of periods ending on or prior to the date hereof have been declared and paid or set apart for payment.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company Company, after giving effect to the Reorganization Transactions, will have been duly authorized; after giving effect to the Reorganization Transactions, the authorized equity capitalization of the Company is will be as set forth in the General Disclosure PackagePackage and the Final Prospectus under the heading “Capitalization”; after giving effect to the Reorganization Transactions, all outstanding shares of capital stock of the Company are will be, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, Prospectus there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than through any Preliminary Prospectus, the Final Prospectus, any Permitted Free Writing Prospectus, and in connection with the Directed Share Program, the enrollment materials prepared by the Designated Underwriter on behalf of the Company.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and Package, including in connection with the Final ProspectusContributions, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform conform, in all material respects, to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(i)(d) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all material respects to the information in the Registration Statement, General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders Offered Securities have been, validly issued, fully paid and nonassessable and conform to the information in the Registration Statement and General Disclosure Package and to the description of such Offered Securities contained in the Final Prospectus; the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable and will conform in all material respects to the information in the General Disclosure Package; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations obligations, or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e)(i) hereof or any Permitted Free Writing Prospectus referred to in Section 6.

Offered Securities. (i) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; , (ii) the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; , (iii) all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will nonassessable and conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; , (iv) the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and (v) none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except for options to purchase Securities as disclosed described in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. (i) The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; , (ii) the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; , (iii) all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, nonassessable and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; , (iv) the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities and (v) none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except for options to purchase Securities as disclosed described in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessablenon-assessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed set forth in the General Disclosure Package and the Final ProspectusRegistration Statement, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information description in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(d) hereof.

Offered Securities. The Offered Securities and all other All outstanding shares of capital stock of the Company Company, including the Offered Securities, have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are andCompany, when including the Firm Securities Offered Securities, have been delivered and paid for in accordance with this Agreement on the First Closing Date andfor, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, are fully paid, paid and nonassessable, will nonassessable and conform to the information description thereof in the Registration Statement, the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have there are no preemptive or similar rights with respect to the capital stock of the Company, including the Offered Securities; and none of the outstanding shares of capital stock of the Company Company, including the Offered Securities, have been issued in violation of any preemptive or similar rights of any security holder. No holder of Offered Securities will be subject to personal liability by reason of being such a holder. The certificates, if any, to be used to evidence the Offered Securities are in due and proper form and comply in all material respects with all applicable legal requirements, the charter and by-laws of the Company and the requirements of the New York Stock Exchange. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage under the caption “Capitalization”; all outstanding shares of capital stock of the Company Company, including the Offered Securities, are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform in all material respects to the information description of the Common Stock contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the sale of the Offered SecuritiesSecurities that have not been complied with or validly waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(v) hereof.

Offered Securities. The As of the First Closing Date, the Offered Securities and all other outstanding shares of capital stock of the Company will have been converted, if applicable, and duly authorized, validly issued, fully paid and nonassessable and will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus in all material respects; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. As of the applicable Optional Closing Date, all Optional Securities to be sold on such Closing Date will have been duly and validly converted into Securities from shares of Class B common stock. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorizedauthorized and validly issued, and are fully paid and non-assessable; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the caption "Description of Capital Stock"; all outstanding shares of capital stock of the Company (including, without limitation, any Offered Securities to be sold by the Selling Stockholders pursuant hereto) are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are (including the Offered Securities to be sold by the Selling Stockholders) are, and, when the Firm Offered Securities to be sold by the Company have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Offered Securities and Optional Securities to be sold by the Company will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other All outstanding shares of capital stock of the Company have been duly authorized; , validly issued, fully paid and nonassessable, and conform to the authorized equity capitalization of the Company is as set forth information in the General Disclosure Package; all outstanding shares Package and to the description of capital stock of contained in the Company are and, when Final Prospectus in all material respects; at the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities the Redemption Shares will be have been duly authorized, validly issued, fully paid, paid and nonassessable, non-assessable and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities capital stock contained in the Final ProspectusProspectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(i)(d) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, and when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorizedauthorized and validly issued, and are fully paid and non-assessable; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus under the caption “Description of Capital Stock”; all outstanding shares of capital stock of the Company (including, without limitation, any Offered Securities to be sold by the Selling Stockholders pursuant hereto) are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, nonassessable and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional the Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth or incorporated by reference in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the Common Stock conforms to the description thereof in the General Disclosure Package and the Final Prospectus; the description of the Offered Securities will conform to the terms of the articles supplementary setting forth the rights and preferences of the Series C Stock (the “Articles Supplementary”); the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are andCompany, when including the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date andbeen, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. Except with respect to their initial issuance by the Company to the Selling Stockholders, the Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(v) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(i) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package and the Final Prospectus; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and the Final Prospectus and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests any such warrants, rights or membership interests, as applicable, options or any such convertible or exchangeable securities or obligationobligations. The Company has not, directly or indirectly, offered or sold any such warrants, rights of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or options.used any

Offered Securities. The When the Offered Securities are delivered and all other outstanding shares of capital stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into cash, the Underlying Shares of the Company or a combination thereof in accordance with the terms of the Indenture; the maximum number of Underlying Shares initially issuable upon conversion of such Offered Securities (including any Underlying Shares to be issued upon conversion of the Offered Securities in connection with a make-whole adjustment event or through operation of any incremental share factor), assuming the Company elects to issue and deliver solely shares of Common Stock in respect of all such conversions, have been duly authorizedauthorized and reserved for issuance upon such conversion, conform to the information in the General Disclosure Package and to the description of such Underlying Shares contained in the Final Prospectus; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, and when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities issued upon conversion any Underlying Shares will be validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or any Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(iv) hereof.

Offered Securities. The When the Offered Securities are delivered and all other outstanding shares of capital stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into the Underlying Shares in accordance with the terms of the Company Indenture; the Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorizedauthorized and reserved for issuance upon such conversion, will conform to the information in the General Disclosure Package and will conform to the description of such Underlying Shares contained in the Final Offering Circular; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, and when issued upon conversion the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date andUnderlying Shares will be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than Statutory Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company Company, including the Offered Securities, are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information in the General Disclosure Package and the Offered Securities will conform to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus supplement referred to in Section 2(v) hereof.

Offered Securities. The Offered Securities and all outstanding Securities, other outstanding shares of capital stock limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the certificate of formation, operating agreement or other similar organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicableshares, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The When the Offered Securities are delivered and all other outstanding shares of capital stock paid for pursuant to this Agreement on each Closing Date, such Offered Securities will be convertible into the Underlying Shares of the Company in accordance with the terms of the Indenture; the Underlying Shares initially issuable upon conversion of such Offered Securities have been duly authorizedauthorized and reserved for issuance upon such conversion, will conform to the information in the General Disclosure Package and will conform to the description of such Offered Securities contained in the Final Offering Memorandum; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andare, and when issued upon conversion the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities Underlying Shares will be validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; Securities or the Underlying Shares, and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusOffering Memorandum, and except for grants of awards pursuant to equity inventive plans of the Company outstanding as of the date hereof and the issuance of shares of capital stock of the Company upon conversion or exercise of grants or other awards under such plans, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities except as have been duly, validly and irrevocably waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and(including the Offered Securities to be sold by the Selling Stockholders) are, and when the Firm Offered Securities to be sold by the Company have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Offered Securities and Optional Securities to be sold by the Company will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be be, validly issued, issued and fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been duly waived or satisfied; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(e) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the Registration Statement, the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holdersecurityholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options.

Offered Securities. The As of the Closing Date, the Offered Securities and all other outstanding shares of capital stock of the Company will have been converted, if applicable, and duly authorized, validly issued, fully paid and nonassessable and will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus in all material respects; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final Prospectus; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final ProspectusProspectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable, and conform in all material respects to the information in the General Disclosure Package; and when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, fully paid, paid and nonassessable, and will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and the Final ProspectusPackage, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(iv) hereof.

Offered Securities. The Offered Securities Securities, including the preferred and common stock of the Company underlying the Offered Securities, and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure PackagePackage and the Final International Prospectus, and except as set forth in the General Disclosure Package and the Final International Prospectus under “Management” and “Description of Capital Stock”, there are no authorized or outstanding stock options, warrants, preemptive rights or other rights to acquire, or instruments convertible into or exchangeable or exercisable for Units or shares of capital stock of the Company or any of its Subsidiaries; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on Agreement, such Offered Securities will have been, as of the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Capital Increase Approval Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, nonassessable and will conform to the information description thereof in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final International Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed Upon payment for the Offered Securities pursuant to this Agreement and the Brazilian Underwriting Agreement, all rights, title and interest in the General Disclosure Package Offered Securities will be transferred free and the Final Prospectus, there are no outstanding (a) securities or obligations clear of the Company convertible into or exchangeable for any capital stock of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership security interests, as applicableclaims, any such convertible liens or exchangeable securities or obligation, or any such warrants, rights or optionsother encumbrances.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; except as disclosed in the shareholders Registration Statement and the General Disclosure Package, the stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement and the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a) hereof.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been validly waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General each Registration Statement, the Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other All outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, and will conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities capital stock contained in the Final ProspectusProspectus in all material respects; at the Closing Date, the Redemption Shares will have been duly authorized, validly issued, fully paid and non-assessable and will conform to the information in the General Disclosure Package and to the description of capital stock contained in the Final Prospectus in all material respects; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holderholder of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (aA) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bB) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (cC) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(i)(e) hereof, the General Disclosure Package and the Final Prospectus.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are and, when the Firm Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will and conform to the information description of such Offered Securities contained in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities except as have been duly, validly and irrevocably waived; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the General Disclosure Package and except for options issued in the Final Prospectusordinary course of business pursuant to the Company’s incentive compensation plans, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligation, obligations or any such warrants, rights or options. The Company has not, directly or indirectly, offered or sold any of the Offered Securities by means of any “prospectus” (within the meaning of the Act and the Rules and Regulations) or used any “prospectus” or made any offer (within the meaning of the Act and the Rules and Regulations) in connection with the offer or sale of the Offered Securities, in each case other than the preliminary prospectus referred to in Section 2(a)(iv) hereof.

Offered Securities. The Offered Securities and all outstanding Securities, other outstanding shares of capital stock limited liability company interests or other equity interests of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock Securities, limited liability company interests or other equity interests of the Company are are, and, the Offered Securities when issued and delivered by the Firm Securities have been delivered Company and paid for in accordance with this Agreement on the First each Closing Date andwill be, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable Closing Date, such Firm Securities and Optional Securities will be validly issued, fully paid, paid and nonassessable, will ; the Securities (including the Offered Securities) conform to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Securities contained in the Final Prospectus; the shareholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock Securities of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except holder arising by operation of law, under the operating agreement or other organizational documents (collectively “Organizational Documents”) of the Company, under any agreement to which the Company is a party or otherwise; and except as disclosed in or contemplated by both the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities or obligations of the Company convertible into or exchangeable for any capital stock shares of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock shares or any such convertible or exchangeable securities or obligations obligations, (c) long-term incentive plans, capital share bonus or other long-term incentive plans or arrangements and the options or other rights granted thereunder or (cd) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicableshares, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are andvalidly issued, fully paid and nonassessable and will conform in all material respects to the information in the General Disclosure Package; when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been validly issued, issued fully paid, paid and nonassessable, nonassessable and will conform in all respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered Securities; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except as disclosed in the Registration Statement, the General Disclosure Package and the Final Prospectus, there are no outstanding (ai) securities or obligations of the Company convertible into or exchangeable for any capital stock of the Company, (bii) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (ciii) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicable, any such convertible or exchangeable securities or obligationobligations, or any such warrants, rights or options.

Offered Securities. The Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized; the authorized equity capitalization of the Company is as set forth in the General Disclosure Package; all outstanding shares of capital stock of the Company are are, and, when the Firm Offered Securities have been delivered and paid for in accordance with this Agreement on the First Closing Date and, if applicable, the Optional Securities have been delivered and paid for in accordance with this Agreement on the applicable each Closing Date, such Firm Securities and Optional Offered Securities will be have been, validly issued, fully paid, paid and nonassessable, free and clear of any lien, charge, defect, encumbrance, security interest, restriction on voting or transfer or any other claim of any third party, will conform in all material respects to the information in the General Disclosure Package and to the description of such Firm Securities and Optional Offered Securities contained in the Final Prospectus; the shareholders stockholders of the Company have no preemptive rights with respect to the Offered SecuritiesSecurities that have not been waived or satisfied; and none of the outstanding shares of capital stock of the Company have been issued in violation of any preemptive or similar rights of any security holder. Except ; and except as disclosed described in or expressly contemplated by the General Disclosure Package and the Final Prospectus, there are no outstanding (a) securities rights, warrants or obligations of the Company options to acquire, or instruments convertible into or exchangeable for for, any share capital stock or other equity interest in the Company or any of its subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any share capital of the Company, (b) warrants, rights or options to subscribe for or purchase from the Company any such capital stock or any such convertible or exchangeable securities or obligations or (c) obligations of the Company to issue or sell any shares of capital stock, partnership interests or membership interests, as applicablesubsidiary, any such convertible or exchangeable securities or obligation, or any such warrantsrights, rights warrants or options.