Common use of Capitalization and Other Capital Stock Matters Clause in Contracts

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Representative’s Warrants will comply, in all material respects respects, to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time Prospectus. The number of Sale Prospectus issued and the Prospectus outstanding Common Shares is as set forth in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units described in the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus fairly and the Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangementsplan, options and rightsor other awards. Except as described in the Prospectus, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Shares (including the Offered Shares) conform will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the NRLBH other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including Securities conform, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Securities will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock capital stock have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were capital stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including conform, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Shares will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for (i) subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances grants of Common Stock pursuant to equity awards under the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) stock option or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case equity incentive plans described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus, (ii) subsequent changes in the number of outstanding Common Shares due to the issuance of Common Shares upon the exercise or conversion of securities exercisable for, or convertible into, Common Shares described in the Registration Statement and the Prospectus, (iii) as a result of the issuance of Shares hereunder, (v) as a result of the issuance of Common Shares under the employee stock purchase plan described in the Registration Statement and the Prospectus, or (vi) any repurchases of capital stock of the Company). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All Except with respect to the Company’s “at the market” program in place from August 2005 to April 2017, all of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in (the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein Ordinary Shares”) (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including conform, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Securities will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Ordinary Shares (including conform, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Shares will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock have Ordinary Shareshave been duly authorized and validly issued, are fully paid and nonassessable non-assessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, each of the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Shares (including Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Shares) conform Warrants will comply in all material respects to the description thereof contained in the Time each of Sale the Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in or incorporated by reference into each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to plans described in or incorporated by reference into the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in or incorporated by reference into the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus, as the case may be). The Shares Common Stock (including the Offered Shares) conform conforms in all material respects to the description thereof contained in or incorporated by reference into each of the Time of Sale Disclosure Package and the Prospectus. All of the issued and outstanding shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholder) have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in or incorporated by reference into each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances plans described in each of Common Stock pursuant to the Company’s at Disclosure Package and the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration StatementDisclosure Package and Prospectus, as the Time of Sale Prospectus and the Prospectuscase may be). The Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Shares (including the Offered Shares) conform will conform, in all material respects to the description thereof contained in each of the Time of Sale Disclosure Package and Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any interests of its subsidiaries CRLLC other than those accurately described in the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in each of the Registration Statement, the Time of Sale Prospectus Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time Prospectus. The number of Sale Prospectus issued and the Prospectus outstanding Common Shares is as set forth in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units described in the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements's Equity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus fairly and the Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangementsplan, options and rightsor other awards. Except as described in the Prospectus, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the six-month period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time Prospectus. The number of Sale Prospectus issued and the Prospectus outstanding Common Shares is as set forth in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units described in the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present the information required to be shown with respect to such plans, arrangementsplan, options and rightsor other awards. Except as described in the Prospectus, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the six-month period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as Prospectus. The number of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior issued and outstanding Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described Shares is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Registration Statement and the Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units (as defined below) and senior unsecured notes described in the Registration Statement and the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plans, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus fairly and accurately and fairly present the information required to be shown with respect to such plans, arrangementsplan, options or other awards. Except as described in the Registration Statement and rightsthe Prospectus or pursuant to the Company’s Equity Compensation Plans, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the Applicable Time.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Prospectus. The issued and the Prospectus outstanding Common Shares are as set forth in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Company has not issued any security or other equity interest other than as described in the Prospectus. None of the Common Shares have been or will be issued or is owned or held in violation of any preemptive right. The outstanding Common Shares have been issued by the Company in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s stock option, stock bonus and other stock plans or arrangements, and of the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus fairly and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights. Except as described in the Prospectus, the Company has not sold or issued any Common Shares during the six- month period preceding the date of the Prospectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as Prospectus. The number of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior issued and outstanding Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described Shares is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Registration Statement and the Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than Units (as defined below) and senior unsecured notes described in the Registration Statement and the Prospectus. None of the Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsEquity Compensation Plan, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus fairly and accurately and fairly present the information required to be shown with respect to such plans, arrangementsplan, options or other awards. Except as described in the Registration Statement and rightsthe Prospectus or pursuant to the Company’s Equity Compensation Plan, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the Applicable Time.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as Prospectus. The capitalization of the date Company is as set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Common Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Registration Statement and the Prospectus. All of the issued and outstanding shares of Common Stock Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. All of the issued and outstanding 7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Preferred Shares”) have been duly authorized and validly issued and are fully paid and nonassessable. None of the outstanding Preferred Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. The Operating Partnership has not issued any security or other equity interest other than units of common partnership interest (“Common Units”), the 7.750% Series A Preferred Partnership Units (the “Preferred Units”), senior unsecured notes and exchangeable notes described in the Registration Statement and the Prospectus. None of the Common Units or Preferred Units in the Operating Partnership has been or will be issued or is owned or held in violation of any preemptive right. The outstanding Common Units in the Operating Partnership have been issued by the Operating Partnership in compliance with applicable federal and state securities laws. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries the Subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangementsequity compensation plans, and of the options or other rights awards granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus fairly and accurately and fairly present the information required to be shown with respect to such plan, options or other awards. Except as described in the Registration Statement and the Prospectus or pursuant to the Company’s equity compensation plans, arrangements, options and rightsthe Company has not sold or issued any Common Shares or Preferred Shares nor has the Operating Partnership sold or issued any Common Units or Preferred Units during the one-year period preceding the Applicable Time.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant to employee benefit plansplans described in the Prospectus, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants warrants, or upon the exercise or conversion of the Senior Common Stocksecurities exercisable for, or convertible into, Ordinary Shares outstanding, in each case described in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus). The Ordinary Shares (including the Offered Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock Ordinary Shares have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were Ordinary Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There Other than those described in the Registration Statement and the Prospectus, there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnershipsubsidiaries. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus Statement and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus in the column entitled “Actual” under the caption “Capitalization” as of the date set forth therein (other than for subsequent issuances, if any, pursuant dates referred to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus therein. The Offered Securities and the Prospectus). The Warrant Shares (including the Offered Shares) conform in all material respects to the applicable description thereof contained in the Time of Sale ProspectusGeneral Disclosure Package. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. All of the issued and outstanding shares of preferred stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all federal and state securities laws. None of the outstanding shares of preferred stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus General Disclosure Package and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “"Capitalization” as of the date set forth therein " (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to plans described in the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Class B Common Stock (including the Offered Class B Common Shares) conform and the Company's Class A Common Stock, par value $0.01 per share (the "Class A Common Stock" and together with the Class B Common Stock, the "Common Stock"), each conforms in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights.

Capitalization and Other Capital Stock Matters. The On the First Closing Date, the authorized, issued and outstanding capital stock of the Company is will be as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “"Capitalization” as of the date set forth therein " (other than for subsequent issuances, if any, pursuant to employee benefit plans, dividend reinvestment plan, issuances of Common Stock pursuant to plans described in the Company’s at the market program with Jefferies, issuance of Senior Common Stock in connection with the continuous public offering of up to 3,500,000 shares of Senior Common Stock (the “Senior Common Offering”) Prospectus or upon the exercise of outstanding options or warrants or conversion of the Senior Common Stock, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares Units (including the Offered Unit Shares, the Warrants and the Warrant Shares) conform in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding shares of Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with all applicable federal and state securities laws. None No further approval or authority of the outstanding shares shareholders or the Board of Common Stock were issued in violation Directors is required for the issuance and sale of the Units as contemplated herein. Neither the issuance of the Units nor any Shares will violate any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries Subsidiaries other than those accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding units of limited partner interest in the Operating Partnership (the “Units”) have been duly authorized and validly issued, and have been offered and sold in compliance with all applicable laws (including, without limitation, federal or state securities laws). The terms of the Units conform in all material respects to the descriptions thereof contained in or incorporated by reference in the Time of Sale Prospectus. Except as disclosed in the Time of Sale Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. The descriptions description of the Company’s 's stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly present presents the information required to be shown with respect to such plans, arrangements, options and rights.