As of the date of this Agreement, the authorized capital of the Company consists of 500,000,000 common shares and 5,000,000 preferred shares, without par value, of which 52,829,398 common shares are issued and outstanding as of June 7, 2016, all of which have been duly authorized and validly issued and are fully paid and non-assessable.  As of the date of this Agreement, (i) 3,432,194 common shares are reserved for issuance pursuant to the Company’s stock option plan (including nil common shares reserved for issuance upon settlement of outstanding Company restricted stock units and 425,152 common shares reserved for issuance upon exercise of outstanding Company stock options) and (ii) 69,734,288 common shares are reserved for issuance pursuant to the Warrant Agreement.  Except as set forth in the Company SEC Documents (as defined below), there are no stockholders agreements, voting agreements (except for those Voting Agreements to be entered between the Investors and Aegerion) or other similar agreements with respect to the Company’s capital stock to which the Company is a party.