In the event of a Change in Capitalization, the Committee shall conclusively determine the appropriate adjustments, if any, to the maximum number and class of shares of stock with respect to which Options or Awards may be granted under the Plan, the number and class of shares as to which Options or Awards have been granted under the Plan, and the purchase price therefor, if applicable.

Adjustment in Capitalization. In the event of any change in the outstanding shares of Stock that occurs after ratification of the Plan by the stockholders of the Company by reason of a Stock dividend or split, recapitalization, merger, consolidation, combination, exchange of shares or other similar corporate change, the aggregate number of shares of Stock available for issuance under [Section 5(a)], subject to each outstanding Award and the other terms thereof, and the limitations set forth in [Section 5(c)], shall be adjusted appropriately by the number of shares, kind of shares or other consideration subject to such Awards as the Committee determines, which determination shall be conclusive; provided, however, that fractional shares shall be rounded to the nearest whole share.

Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in # the number and type or class of shares and the option price per share of stock subject to this option, and # such other provisions of this option as may be necessary and equitable to carry out the foregoing purposes.

Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, # the number and class of securities available under the Plan, # the number and class of securities and exercise price per share of each outstanding Option, # the share and per-share provisions and the measurement price of each outstanding SAR, # the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and # the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

Changes in Capitalization. In the event of any corporate transaction described in [Section 11] of the Plan, the Committee shall make any adjustments deemed appropriate by the Committee in such manner as the Committee deems necessary to prevent material dilution or enlargement of the rights granted to the Grantee.

Changes in Capitalization. In the event there are any changes in the Common Stock or the capitalization of the Corporation through a corporate transaction, such as any merger, any acquisition through the issuance of capital stock of the Corporation, any consolidation, any separation of the Corporation (including a spin-off or other distribution of stock of the Corporation), any reorganization of the Corporation (whether or not such reorganization comes within the definition of such term in Section 368 of the Code), or any partial or complete liquidation by the Corporation, recapitalization, stock dividend, stock split or other change in the corporate structure, appropriate adjustments and changes shall be made by the Committee in # the number and type or class of shares subject to this Award, and # such other provisions of this Award as may be necessary and equitable to carry out the foregoing purposes.

Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, # the number and class of securities available under this Plan, # the number and class of securities and exercise price per share of each outstanding Option, # the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award, and # the terms of each other outstanding Award shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board; provided that, unless otherwise determined by the Board, such changes to the Options shall comply with [section 1.424-11]1]] of the Treasury Regulations. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

Changes in Capitalization. Subject to any action required under the Applicable Laws by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned to the Plan upon cancellation, expiration, repurchase, or forfeiture of an Award, as well as the price per Share covered by each outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

In the event of a stock dividend, stock split, recapitalization, combination, subdivision, issuance of rights to all stockholders, or other similar corporate change, the Company shall make such adjustment in the aggregate number of Shares that may be issued under the Plan, and the number of Shares subject to, and the Exercise Price of, each then-outstanding Option, as it, in its sole and absolute discretion, deems appropriate.

Adjustment: The foregoing numbers of shares subject to Initial Awards and Annual Awards shall be automatically adjusted as provided in [Section 3(b)] of the Company’s 2021 Stock Option and Incentive Plan related to changes in capitalization.

Capitalization. ​ is authorized to issue # 1,750,000 shares of Common Stock of which, as of the date of this Agreement, 1,242,760 shares were issued and outstanding and 42,500 shares are reserved for issuance pursuant to securities exercisable or exchangeable for, or convertible into, shares of Common Stock, and # 100,000,000 shares of preferred stock, par value ​ per share, of which, as of the date of this Agreement, 2,500,000 shares designated as Series B Preferred Stock, par value ​ per share (“Series B Preferred Stock”) were issued and outstanding. All outstanding shares of Common Stock have been duly authorized and validly issued, and are fully paid, nonassessable, and free of any preemptive rights.

Capitalization. As of the date hereof, the authorized capital stock of ​ is set forth on [Schedule 4(c)]. Except as disclosed in [Schedule 4(c)] or otherwise disclosed in filings made by ​ with the SEC, # no shares of ​'s capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by ​, # there are no outstanding debt securities, # there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of ​ or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which ​ or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of ​ or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of ​ or any of its Subsidiaries, # there are no agreements or arrangements under which ​ or any of its Subsidiaries is obligated to register the sale of any of their securities under the Securities Act, # there are no outstanding securities or instruments of ​ or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which ​ or any of its Subsidiaries is or may become bound to redeem a security of ​ or any of its Subsidiaries, # there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Purchase Shares as described in this Agreement and # ​ does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. ​ has furnished to ​ true and correct copies of ​'s Certificate of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and ​'s Bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

Capitalization. The authorized equity securities of Seller consist of shares of common stock. All the outstanding shares are owned by PTG. All such issued and outstanding shares of Seller are free and clear of all encumbrances.

Capitalization. As of the Effective Date, the authorized and issued share capital of ​ is as follows: