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 each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Representative's Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants conversion rights, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conformshare capital of the Company, and, when issued and delivered as provided in this Agreement, including the Offered Securities will conformSecurities, conforms in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable securities laws. None Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, none of the outstanding Ordinary Shares 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. The Shares conform to the law of the jurisdiction of the Company’s incorporation and to any requirements of the Company’s organizational documents. 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus) or which the Registration Statement, the Time of Sale Prospectus and the Prospectus otherwise contemplate will occur or as the case may beotherwise permitted hereunder). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, conform in all material respects to the description thereof contained in each the Registration Statement, the Time of Sale Prospectus and the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares capital stock of the Company 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Units, the Warrants and the Representative’s Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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 shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from NYSE American or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus as of the dates stated therein under the captions “Description of Capital Stock”, “Prospectus Supplement Summary – The Offering” and “Description of Securities We are Offering” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, or upon the vesting and settlement of restricted stock units, in each case as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Offered Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Offered Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Offered 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 described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the ProspectusProspectus and other than equity awards subsequently issued pursuant to employee benefit plans described in the Registration Statement, the Time of Sale Prospectus and the Prospectus Supplement. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents present, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the line items appearing under the caption “Stockholders’ Equity” in the balance sheet appearing in the most recent Annual Report on Form 10-K or, if more recent, the most recent Quarterly Report on Form 10-Q (in each of case as amended, if applicable) filed by the Disclosure Package and Company with the Prospectus Commission (other than for subsequent issuances, if any, pursuant to any of the Sales Agreements, any Terms Agreements, any other underwritten public offerings and, other than for subsequent issuances or share repurchases or cancellations, if any, pursuant to any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants issued pursuant to employee benefit plans described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the preferred units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities Shares will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock, par value $0.0001 per share, have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares shares of Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise or conversion of outstanding options options, convertible notes or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, when issued and delivered as provided in this Agreement, in all material respects to the description descriptions thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus, and, except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, will entitle the holders of such Offered Securities to the applicable rights and benefits provided therein. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company outstanding disclosed in the Registration Statement, the Disclosure Package and the Prospectus prior to the issuance of the Firm Shares, have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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, convertible notes, 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board board of Directors directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Shares will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities Shares will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus under the captions “Prospectus Summary—The Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of plans, upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants or the vesting of restricted stock units, in each case as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, shares of Common Stock (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued Common Stock (including the Common Shares) and delivered as provided in this Agreement, the Offered Securities will conform, Representative’s Warrants conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package and Prospectus or issued or granted in the Prospectusordinary course of the Company’s business after the date of the Prospectus under the Company’s stock incentive or stock purchase plans. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval securities of the Company have been sold by the Company or authorization by or on behalf of, or for the benefit of any shareholderperson or persons controlling, controlled by or under common control with, the Board of Directors or others is required for Company within the issuance and sale three (3) years prior to the date hereof, except as disclosed in Part II of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersRegistration Statement.

Capitalization and Other Capital Stock Matters. The authorizedCompany has an authorized capitalization as set forth under the heading “Capitalization” in the Time of Sale Prospectus, and all of the issued and outstanding shares of capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuancesCompany, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly and validly authorized and validly issued, are fully paid and non-assessable and assessable, have been issued in compliance with applicable federal and state securities laws, and conform to the description thereof contained in the Time of Sale Prospectus and the Prospectus. All of the Company’s options, warrants and other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding Ordinary Shares 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 As of the date set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there were no authorized or outstanding shares of capital stock, 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 above or accurately described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. Since such date, the Company has not issued any securities other than common stock issued pursuant to the exercise of warrants or upon the exercise of stock options or other awards outstanding under the Company’s stock option plans, options or other securities granted or issued pursuant to the Company’s existing equity compensation plans or other plans, and the issuance of common stock pursuant to employee stock purchase plans. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth as described in the Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, accurately and fairly presents present the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Representative’s Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Units, the Unit Warrants and the Representative’s Warrants will conformcomply, in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Class A Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.001 per share (the “Class B Ordinary Shares,” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The Since the most recent date such information was included in the Prospectus, there has been no material change in the authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of Sale Prospectus, upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Time of Sale Prospectus, upon settlement of outstanding restricted stock units described in the Time of Sale Prospectus or as otherwise described in any document incorporated by reference in the case may beProspectus). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding 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 The Company has sufficient authorized but unissued share capital to issue the Shares and all necessary approvals and authorities have been granted or obtained to allot and issue the Shares to the Underwriters. Except as may have been issued pursuant to the Company’s stock option and other stock plans or arrangements described in the Time of Sale 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 accurately described in the Disclosure Package and the Time of Sale Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. No further approval All grants of options to acquire Ordinary Shares (each, a “Company Stock Option”) were validly assumed or authorization of any shareholder, issued and approved by the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between a committee thereof or among any an individual with authority duly delegated by the Board of Directors of the Company’s shareholdersCompany or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in material compliance with the terms of the plans under which such Company Stock Options were issued. Except as disclosed in or contemplated by the Time of Sale Prospectus, there is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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 shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformShare conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The Company’s authorized, issued and outstanding capital stock of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans plans, dividend reinvestment plan, or issuances of the Company’s capital stock, including through the Company’s at-the-market programs, in each case described in each of the Registration Statement, the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, conform in all material respects to the description thereof contained in each of the General Disclosure Package and ProspectusPackage. All of the issued and outstanding Ordinary Shares shares of the Company’s capital stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares shares of the Company’s capital 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 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 description terms of the Units conform in all material respects to the descriptions thereof contained in the General Disclosure Package. Except as disclosed in the General Disclosure Package, (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 option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents present the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities and the Underwriters’ Securities will conform, in all material respects to the description descriptions thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholderstockholder, the Board board of Directors directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, andand the ADSs, when issued and delivered as provided in this Agreement and the Deposit Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares Shares, par value US$0.00001428571428 per share, have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities ADSs and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares or ADSs to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus under the caption “Description of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, (including the Offered Shares and Pre-funded Warrants) conform (or will conform when issued and delivered as provided in pursuant to the terms of this Agreement, the Offered Securities will conform, as applicable) in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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. The Depository Trust Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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. The Depository Trust Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board board of Directors directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities and the Underwriter’s Securities will conform, in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares Shares, par value $0.0005 per share, have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorizedAt December 31, issued 2000, on a consolidated basis, after giving pro forma effect to (i) the issuance and sale of the Securities pursuant hereto, (ii) the consummation of the Merger, the funding of the senior credit facility to be entered into by the Company upon consummation of the Merger (the "Senior Credit Facility"), the sale of units of M-Foods Investors, LLC and the repayment of certain of the existing debt of the Company, as described in the Offering Memorandum and (iii) the application of the proceeds from the issuance and sale of the Securities and the funding of the Senior Credit Facility, in the manner described under the caption "Use of Proceeds" in the Offering Memorandum, the Company would have an authorized and outstanding capital stock of the Company is capitalization as set forth in each of the Disclosure Package and Offering Memorandum under the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of caption "Capitalization" under the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. heading "Pro Forma." All of the issued outstanding shares of capital stock of Acquisition and outstanding Ordinary Shares the Company have been been, and in the case of the Company after consummation of the Merger will continue to be, duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable lawsnonassessable. None of the outstanding Ordinary Shares were shares of capital stock of Acquisition were, or in the case of the Company after the consummation of the Merger will be, issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of Acquisition or the Company, as the case may be. 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 Acquisition or the Company or any of the subsidiaries of the Company, other than those described in the Disclosure Package and the ProspectusOffering Memorandum. The description of the Company’s 's stock option option, stock bonus, stock purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus Offering Memorandum accurately and fairly presents the information required to be shown with respect to describes such plans, arrangements, options and rights. No further approval or authorization As of the date hereof, all of the issued and outstanding capital stock of Acquisition has been duly authorized and validly issued, is fully paid and nonassessable and is owned directly by M-Foods Holdings, Inc., free and clear of any shareholdersecurity interest, mortgage, pledge, lien, encumbrance or claim and, following the Board of Directors or others is required for Merger, except as described in the issuance and sale Offering Memorandum, all of the Offered Securities issued and outstanding capital stock of the Underlying SharesCompany will have been duly authorized and validly issued, fully paid and nonassessable and will be owned directly by M-Foods Holdings, Inc., free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. Except In addition, all of the issued and outstanding capital stock of each subsidiary, except as set forth described in the Disclosure Package Offering Memorandum, has been duly authorized and the Prospectusvalidly issued, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of fully paid and nonassessable and is owned by the Company, between directly or among through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The only domestic subsidiaries of the Company’s shareholdersCompany are those subsidiaries listed in Schedule D hereto.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Representative’s Warrants will conform, comply in all material respects respects, to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown disclosed with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale All of the Offered Securities capital stock of the subsidiary of the Company has been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Underlying Shares. Except Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances on such capital stock to secure indebtedness of the Company’s subsidiary as set forth described in the Disclosure Package and or the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will shall conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, if any, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to the Company's employee benefit plans described or referred to in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in and existing on the Disclosure Package and date of the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, shares of Common Stock (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 Disclosure Package and the ProspectusProspectus or such rights as have been duly waived in writing. The description of the Company’s 's stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth described in the Disclosure Package and the Prospectus, there are no shareholders agreementsthe Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, voting agreements including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than shares of Common Stock issued pursuant to employee benefit plans, qualified stock options plans or other similar agreements with respect employee compensation plans or pursuant to the Company’s Ordinary Shares to which the Company is a party oroutstanding options, to the knowledge of the Company, between rights or among any of the Company’s shareholderswarrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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. The Depository Trust Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company’s best knowledge, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. (i) The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the column “Actual” under the caption “Capitalization” as of the date specified therein; (ii) the authorized, issued and outstanding capital stock of the Company after giving effect to the sale of the Firm Common Shares, on a pro forma basis as of the date specified therein, is as set forth in the Prospectus and Disclosure Package under the column “As Adjusted” under the caption “Capitalization”, in each case, other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding convertible securities, options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Common Shares) conforms in all material respects to the description thereof contained in each of the Company’s registration statement on Form 8-A incorporated by reference in the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock (including the shares of Common Stock owned by the Selling Stockholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable laws. None federal and state securities laws as of the outstanding Ordinary Shares were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities Closing Date and as of the Subsequent Closing Date (as defined herein), if applicable. Except as set forth in that certain Holders Agreement, dated as of August 29, 2003, among the investors named therein and the Company. There , 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 Disclosure Package and the ProspectusProspectus or issued or granted after the date thereof. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package Registration Statement and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Common Shares 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, except for such rights as have been duly waived. 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 other than those described in the Disclosure Package Registration Statement and the ProspectusProspectus and except for such rights as have been duly waived. The description descriptions of the Company’s stock option option, stock bonus, stock purchase and other stock or equity incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth described in the Disclosure Package Registration Statement and the Prospectus, there are no shareholders agreementsall of the issued and outstanding capital stock of, voting agreements or other similar agreements with respect to equity interests in, each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company’s Ordinary Shares to which the Company is a party or, to the knowledge directly or through other subsidiaries of the Company, between free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or among any of the Company’s shareholdersequity.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus under the captions “Prospectus Summary - The Offering” and “Description of Securities” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of plans, upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants or the vesting of restricted stock units, in each case as described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, shares of Common Stock (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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 shares of the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from The Nasdaq Stock Market LLC (“Nasdaq”) or authorization of any shareholderstockholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Registration Statement, the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Registration Statement, the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares capital stock of the Company 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 shares of the Company other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from the [Nasdaq Capital Market] or authorization of any shareholderstockholder, the Board board of Directors directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders stockholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersstockholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and Final Offering Memorandum in the Prospectus column entitled “Actual” under the caption “Capitalization” as of the respective dates set forth therein, and the authorized and outstanding number of shares of Common Stock of the Company is as set forth in the section entitled “Description of Capital Stock” in the Disclosure Package and Final Offering Memorandum as of the dates set forth therein, and there have been no changes to such amounts (other than except for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants this Agreement, described in the Disclosure Package and ProspectusFinal Offering Memorandum, as pursuant to reservations, agreements or employee benefit plans referred to in the case may beDisclosure Package and Final Offering Memorandum or pursuant to the exercise of convertible securities or options referred to in the Disclosure Package and Final Offering Memorandum). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, Common Stock conforms in all material respects to the description thereof contained set forth in each of the Disclosure Package and ProspectusFinal Offering Memorandum. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and are validly issued, are fully paid and nonassessable. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible, into cash up to the principal amount of the Securities and, with respect to any excess conversion value, into cash, shares of Common Stock, or a combination of cash and Common Stock, at the Company’s option in accordance with the terms of the Securities and the Indenture; the shares of Common Stock issuable upon conversion of the Securities have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action and such shares, when issued upon such conversion in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable assessable; no holder of such shares will be subject to personal liability by reason of being such a holder; and have been issued in compliance with applicable lawsthe issuance of such shares upon such conversion will not be subject to the preemptive or other similar rights of any securityholder of the Company. None of the outstanding Ordinary Shares were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights granted by the Company to subscribe for or purchase securities any securityholder 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 its subsidiaries other than those described in the Disclosure Package and Final Offering Memorandum (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans referred to in the ProspectusDisclosure Package and Final Offering Memorandum or pursuant to the exercise of convertible securities or options referred to in the Disclosure Package and Final Offering Memorandum). The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth or incorporated by reference in the Disclosure Package and the Prospectus Final Offering Memorandum, accurately and fairly presents the information required to be shown with respect to describe such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares were was issued in violation of or is subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities that have not been waived in writing, and the holders thereof are not subject to personal liability by reason of being such holders; the Company. There are no Offered Shares have been duly authorized or outstanding optionsand, warrantswhen issued, preemptive rightsdelivered and paid for in accordance with the terms of this Agreement will have been validly issued and will be fully paid and nonassessable, rights and the holders thereof will not be subject to personal liability by reason of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any being such holders; and the capital stock of the Company other than those described Company, including the Shares, conforms to the description thereof in the Disclosure Package Registration Statement and the Time of Sale Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth otherwise stated in the Disclosure Package Registration Statement and the Time of Sale Prospectus, there are no shareholders agreements, voting agreements preemptive rights or other similar agreements with respect rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any Shares pursuant to the Company’s Ordinary Shares charter, by-laws or any agreement or other instrument to which the Company is a party or, or by which the Company is bound. Neither the filing of the Registration Statement nor the offering or sale of the Shares as contemplated by this Agreement gives rise to any rights for or relating to the knowledge registration of any Shares or other securities of the Company, between except for such rights as have been duly waived. Except as described in the Registration Statement and the Time of Sale Prospectus and other than Additional Issuances, there are no options, warrants, agreements, contracts or among other rights in existence to purchase or acquire from the Company any shares of the capital stock of the Company’s shareholders. The Company has an authorized and outstanding capitalization as set forth in each the Registration Statement, the Time of Sale Prospectus and the Prospectus as of the dates set forth therein.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Class A Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0005 per share (the “Class B Ordinary Shares,” and collectively, the “Ordinary Shares”) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company as of December 31, 2013 is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus in the column entitled “Actual” under the caption “Capitalization” and, upon consummation of the Formation Transactions and the offering of the Firm Shares as contemplated by this Agreement and the use of the net proceeds therefrom as set forth under “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus will be as set forth in the column entitled “As Adjusted” under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all foreign, U.S. federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, equity incentive plan set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersplan.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Underwriter's Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown disclosed with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale All of the Offered Securities membership interests of the subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Underlying Shares. Except Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances on such membership interests to secure indebtedness of the Company's subsidiary as set forth described in the Disclosure Package and or the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each Applicable Prospectus under the caption “Description of the Disclosure Package and the Prospectus Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of the Disclosure Package and the Sale Prospectus or upon the exercise of outstanding options or warrants described in the Disclosure Package and each Applicable Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares (including the Shares owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable lawsfederal and state securities laws (including, as applicable, exemptions from the requirements thereof). None of the outstanding Ordinary Shares 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 other than those accurately described in each Applicable Prospectus. All preemptive rights and rights of first refusal to purchase the Disclosure Package Offered Shares and any rights to purchase from the ProspectusCompany any capital stock of the Company as a result of the offer or sale of the Offered Shares have been properly waived by or on behalf of all holders of such rights. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization All grants of any shareholderoptions to acquire Shares (each, a “Company Stock Option”) were validly issued and approved by the Board of Directors or others is required for the issuance and sale of the Offered Securities Company, a committee thereof or an individual with authority duly delegated by the Board of Directors of the Company or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in material compliance with the Underlying Sharesterms of the plans under which such Company Stock Options were issued. There is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects. Except as set forth described in the Disclosure Package Time of Sale Prospectus and the Prospectus, there are no shareholders agreementsthe Company has not sold or issued any Shares during the six-month period preceding the date of the Prospectus, voting agreements including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than Shares issued pursuant to employee benefit plans, qualified stock options plans or other similar agreements with respect employee compensation plans or pursuant to the Company’s Ordinary Shares to which the Company is a party oroutstanding options, to the knowledge of the Company, between rights or among any of the Company’s shareholderswarrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued issued, in all material respects, in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth included in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval Except as disclosed in the Time of Sale Prospectus or authorization the Prospectus and except for issuances by the Company in the ordinary course of any shareholder, business subsequent to the Board of Directors or others is required for the issuance and sale date of the Offered Securities and financial statements included or incorporated by reference into the Underlying Shares. Except as set forth in the Disclosure Package Time of Sale Prospectus and the Prospectus, there are no shareholders agreementsoutstanding (A) options, voting agreements warrants, preemptive rights, rights of first refusal or other similar agreements with respect rights to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of purchase from the Company, between (B) agreements, contracts, arrangements or among any other obligations of the Company to issue or (C) other rights to convert any obligation into or exchange any securities for, in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Company’s shareholders. There is no and has been no policy or practice of the Company to coordinate the grant of Company stock options with the release or other public announcement of material information regarding the Company or its results of operations or prospects.

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 General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the General Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Underlying Securities) conform in all material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid issued and non-assessable and have been were issued in compliance with applicable all federal and state securities laws. The Securities (including the Underlying Securities) and the outstanding shares of capital stock or other equity interests of the Company conform to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. All of the Company’s options, warrants or other rights to purchase or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued in compliance with federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, accurately and fairly presents present the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth on the Company’s consolidated balance sheet for the quarter ended June 30, 2019 included in each of the Disclosure Package and Company’s Form 10-Q for the Prospectus quarter ended June 30, 2019 (other than for subsequent issuances, if any, pursuant to (i) the Company’s dividend reinvestment and stock purchase plan, (ii) the redemption of OP Units pursuant to the Operating Partnership’s partnership agreement, (iii) the Company’s at-the-market equity shelf program and (iv) employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, Common Stock conforms in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable and nonassessable, have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares all federal and state securities laws and were not issued in violation of any preemptive rightsright, rights resale right, right of first refusal or other similar rights to subscribe for or purchase securities right, except as disclosed in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 with respect to the sales of shares pursuant to the Company’s dividend reinvestment and stock purchase plan between March 5, 2016 and December 31, 2016. 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorizedCompany has an authorized capitalization as set forth in the Time of Sale Document and the Placement Memorandum, and all of the issued and outstanding shares of capital stock of the Company is as set forth in each of the Disclosure Package have been duly and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package validly authorized and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects are fully paid and non-assessable and conform to the description thereof of the Company’s capital stock contained in each the Time of Sale Document and the Disclosure Package Placement Memorandum; and Prospectus. All all of the issued and outstanding Ordinary Shares shares of capital stock of each Subsidiary of the Company have been duly and validly authorized and validly issued, are fully paid and non-assessable and (except for directors' qualifying shares and except as otherwise set forth in the Time of Sale Document and the Placement Memorandum) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims. The Notes, Warrants, Note Shares and Warrant Shares and all other outstanding shares of capital stock or other equity interests of the Company conform in all material respects to the descriptions thereof set forth in the Time of Sale Document and the Placement Memorandum. The Note Shares and Warrant Shares have been duly authorized and reserved for issuance upon such conversion or exercise, as applicable, by all necessary corporate action and such shares, when issued upon such conversion in compliance accordance with applicable lawsthe terms of the Notes or Warrants, as applicable, will be validly issued, fully paid and non-assessable; no holder of the Note Shares or Warrant Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Note Shares or Warrant Shares upon such conversion or exercise, as applicable, will not be subject to the preemptive or other similar rights of any securityholder of the Company. None of the outstanding Ordinary Shares were shares of Common Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights granted by the Company to subscribe for or purchase securities any securityholder of the Company. There All of the outstanding shares of capital stock or other equity interests of each of the Subsidiaries are owned, directly or indirectly, by the Company, free and clear of all liens, security interests, mortgages, pledges, charges, equities, claims or restrictions on transferability or encumbrances of any kind (collectively, “Liens”), except such as are described in the Placement Memorandum or such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and those imposed by the Securities Act and the securities or “Blue Sky” laws of certain U.S. state or non-U.S. jurisdictions. Except as disclosed in the Time of Sale Document and the Placement Memorandum, there are no authorized or outstanding (A) options, warrants, preemptive rights, rights of first refusal or other rights to purchasepurchase from the Company or any of the Subsidiaries, (B) agreements, contracts, arrangements or equity other obligations of the Company or debt securities convertible any of the Subsidiaries to issue or (C) other rights to convert any obligation into or exchangeable or exercisable exchange any securities for, any in the case of each of clauses (A) through (C), shares of capital stock of or other ownership or equity interests in the Company other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.Subsidiaries. 112027870 v8

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and will be set forth in the Final Prospectus under the caption “Capitalization” (other than for subsequent issuancesissuances after the dates thereof, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon exercise of outstanding options or warrants warrants, described in the Disclosure Package and the Final Prospectus, as the case may be). The Ordinary Shares conformCommon Stock, including the Shares, conforms and, when issued and delivered as provided in this Agreementthe case of the Final Prospectus, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and the Final Prospectus. Since the effective date of the Registration Statement and the date of the Preliminary Prospectus, the Company has not issued any securities other than Common Stock of the Company pursuant to the exercise of previously outstanding options in connection with the Company’s employee stock purchase and option plans (the “Plans”) and options granted pursuant to the Plans in the ordinary course of business consistent with past practice, in each case as disclosed in the Disclosure Package and the Final Prospectus. All of the issued and outstanding Ordinary Shares shares of the capital stock of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance compliance, in all material respects, with all applicable laws. Except as set forth in the Disclosure Package and the Final Prospectus, all of the outstanding shares of capital stock of the Subsidiaries are, and, at the filing of the Final Prospectus, will be, owned, directly or indirectly, by the Company, and such shares are, and, at the filing of the Final Prospectus, will be, held, free and clear of any security on interest mortgage, pledge, lien, encumbrance or claim. None of the outstanding Ordinary Shares shares of Common Stock of the Company or any Subsidiary 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 or such Subsidiary. Except for the Rights Agreement, dated June 14, 1999, by and between the Company and Computershare Trust Company. There , Inc. (as successor to U.S. Stock Transfer Corporation), 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 Subsidiary other than those described in the Disclosure Package and those that will be described in the Final Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options options, warrants or other rights granted thereunder, set forth in the Disclosure Package and the Final Prospectus does and will accurately and fairly presents present the information required by the Act to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued issued, and outstanding capital stock of the Company on a (i) historical basis and (ii) a pro forma basis to reflect the corporate reorganization described in the Prospectus under the caption “Certain Transactions—Reorganization Transactions and Corporate Structure” is as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuancesissuances pursuant to this Agreement and, if any, pursuant to employee benefit plans the 2004 Equity Incentive Plan or the 2007 Equity Incentive Plan described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this AgreementAs of the First Closing Date, the Common Stock (including the Offered Securities Shares) will conform, conform in all material respects to the description thereof contained in each of the Prospectus and the General Disclosure Package and Prospectuswill be in substantially the form filed as an exhibit to the Registration Statement. All of the issued and outstanding Ordinary Shares shares of Common Stock (including the shares of capital stock of the Company owned by Selling Stockholders) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal 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 refusal, or other rights to purchase, or equity or debt securities convertible into or into, exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Disclosure Package Prospectus and the ProspectusGeneral Disclosure Package. The description of the Company’s stock option option, stock bonus, and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options options, and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesUnderwriter’s Securities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities Shares will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued Company has the authorized and outstanding capitalization as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and all of the issued shares of capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and assessable, have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares , were not issued in violation of or subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities and conform in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. Except as have been waived with respect to the Offered Shares or are otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no preemptive rights or other rights to subscribe for or to purchase, or any restriction upon the voting or transfer of, any shares of Common Stock pursuant to the Company’s charter, bylaws or any agreement or other instrument to which the Company is a party or by which the Company is bound. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, neither the filing of the CompanyRegistration Statement nor the offering or sale of the Offered Shares as contemplated by this Agreement gives rise to any rights for or relating to the registration of any shares of Common Stock or other securities of the Company that have not been fully complied with or previously waived. There Except as described or contemplated in the Registration Statement, the General Disclosure Package and the Prospectus, there are no authorized or outstanding options, warrants, preemptive rightsagreements, rights of first refusal contracts or other rights in existence to purchase, purchase or equity or debt securities convertible into or exchangeable or exercisable for, acquire from the Company any shares of the capital stock of the Company (other than those described in as a result of the Disclosure Package and grant of stock options under the ProspectusCompany’s existing equity incentive plans). The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the General Disclosure Package and the Prospectus Prospectus, accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock authorized shares of beneficial interest of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each Prospectus. The number of issued and outstanding shares of beneficial interest of the Company is as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Preferred Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any Preferred Shares. The Common Shares conform in all material respects to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of beneficial interest of the Company have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. The Shares, upon payment and delivery in accordance with this Agreement, will be issued by the Company in compliance with applicable federal and state securities laws. The Common Shares initially issuable upon conversion of the Shares have been duly authorized and, when issued upon conversion of the Shares in accordance with the terms of the Articles Supplementary, will be validly issued, fully paid and nonassessable. The Board of Trustees of the Company has duly and validly reserved such Common Shares for issuance upon conversion of the Shares. None of the outstanding Ordinary Shares shares of beneficial interest 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. None of the Shares will be 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 and senior unsecured notes described in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to acquisitions of properties described in the Prospectus under the caption “Summary—Recent Developments—Acquisition Activity”. None of the Units in the Operating Partnership (including the Series A Units) 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, and the Series A Units will be, 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 shares of beneficial interest of the Company or any capital stock or other equity interests of the Subsidiaries other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option 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 General Disclosure Package and the Prospectus fairly and accurately and fairly presents present the information required to be shown with respect to such plans, arrangementsplan, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Sharesother awards. Except as set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements Prospectus or other similar agreements with respect pursuant to the Company’s Ordinary Shares to which equity compensation plans, or in connection with acquisitions of properties described in the Prospectus under the caption “Summary—Recent Developments—Acquisition Activity”, the Company is a party or, has not sold or issued any Common Shares or Preferred Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the Applicable Time. The form of certificate for the Shares conforms to the knowledge Maryland REIT Law and the rules of the Company, between or among any of New York Stock Exchange (“NYSE”). All options to purchase the Company’s shareholdersCommon Shares granted by the Company to its directors, officers, employees or consultants, pursuant to the Company’s stock option plans, or otherwise, provided for an exercise price equal to no less than the fair market value of the underlying Common Shares as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”) and the regulations and published interpretations thereunder on the date of grant (within the meaning of U.S. Treasury Reg. §1.421-1(c)).

Capitalization and Other Capital Stock Matters. The Since the most recent date such information was included in the Prospectus, there has been no material change in the authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of Sale Prospectus, upon the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Time of Sale Prospectus, as a result of sales of Offered Units hereunder or as otherwise described in any document incorporated by reference in the case may beProspectus). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 Except as may have been issued pursuant to the Company’s stock option and other stock plans or arrangements described in the Time of Sale 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 accurately described in the Disclosure Package and the Time of Sale Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization All grants of any shareholderoptions to acquire shares of Common Stock (each, a “Company Stock Option”) were validly issued and approved by the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between a committee thereof or among any an individual with authority duly delegated by the Board of Directors of the Company’s shareholdersCompany or a committee thereof. Grants of Company Stock Options were (i) made in material compliance with all applicable laws and (ii) as a whole, made in material compliance with the terms of the plans under which such Company Stock Options were issued. There is no and has been no policy or practice of the Company to coordinate the grant of Company Stock Options with the release or other public announcement of material information regarding the Company or its results of operations or prospects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the line items appearing under the caption “Stockholders’ Equity” in the Company’s consolidated balance sheet as of March 31, 2009 appearing in its Quarterly Report on Form 10-Q for the Disclosure Package and the Prospectus quarter ended March 31, 2009 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to this Agreement, any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, conform in all material respects to the description thereof contained in each the Time of the Disclosure Package Sale Prospectus and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization The Warrant Shares have been duly authorized and reserved for issuance pursuant to the terms of the Warrants, and when the Warrant Shares are issued by the Company upon valid exercise of the Warrants, such Warrant Shares will be validly issued, fully paid and nonassessable and free of any shareholder, the Board of Directors preemptive or others is required similar rights. The Company has reserved and kept available for the issuance and sale exercise of the Offered Securities and Warrants such number of authorized but unissued shares as are sufficient to permit the Underlying Shares. Except as set forth exercise in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge full of the Company, between or among any of the Company’s shareholdersWarrants.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the line items appearing under the caption “Stockholders’ Equity” in the Company’s audited consolidated balance sheet as of December 31, 2010 appearing in its Annual Report on Form 10-K for the Disclosure Package and the Prospectus fiscal year ended December 31, 2010 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to any underwritten public offerings or any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, Common Stock conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the preferred units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Representative's Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown disclosed with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale All of the Offered Securities issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Underlying Shares. Except Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances on such capital stock to secure indebtedness of the Company's Subsidiaries as set forth described in the Disclosure Package and or the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption "Description of Capital Stock" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Common Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock (including the shares of Common Stock owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 listed in the Disclosure Package Prospectus. The stock ledger of the Company delivered to the Representative accurately lists the record owners of the capital stock, and the ProspectusCompany has received no notice of any transfer of stock or lien or encumbrance on any such stock owned by a Selling Stockholder not reflected thereon. The description of the Company’s 's stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in each the Registration Statement and the Prospectus. The number of the Disclosure Package Company’s issued and outstanding Common Shares is as set forth in the Registration Statement and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package Registration Statement and the Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common Shares 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. 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 the Subsidiaries other than those described in the Disclosure Package Registration Statement and the Prospectus. The description descriptions of the Company’s stock option and other stock plans or arrangementsEquity Compensation Plans, and of the options or other rights awards granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus fairly and accurately and fairly presents present the information required to be shown with respect to such plans, arrangementsplan, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Sharesother awards. Except as set forth described in the Disclosure Package Registration Statement and the Prospectus, there are no shareholders agreements, voting agreements Prospectus or other similar agreements with respect pursuant to the Company’s Ordinary Shares to which Equity Compensation Plans, the Company is a party or, to has not sold or issued any Common Shares nor has the knowledge of Operating Partnership sold or issued any Units during the Company, between or among any of one-year period preceding the Company’s shareholdersApplicable Time.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, and, when to be issued hereunder (including the Ordinary Shares which are represented by the Firm ADSs and delivered as provided in this Agreement, the Offered Securities will conform, Option ADSs) conform in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, and are fully paid and non-assessable and have been issued in compliance with applicable lawsnonassessable. None of the outstanding 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 described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval from Nasdaq or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The At the date specified in such table, the Company had the authorized, issued and outstanding capital stock of the Company is capitalization as set forth in each the Offering Memorandum under the caption "Capitalization" under the heading "Actual." At the date specified in such table, on a consolidated basis, after giving pro forma effect to (i) the issuance and sale of the Disclosure Package and Securities pursuant hereto, (ii) the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each consummation of the Disclosure Package and Merger, (iii) the Prospectus or upon exercise funding of outstanding options or warrants the Credit Facilities, (iv) the Equity Contribution, (v) the Option Rollover, each as described in the Disclosure Package Offering Memorandum, and Prospectus, as (vi) the case may be). The Ordinary Shares conform, and, when issued application of the proceeds from the issuance and delivered as provided in this Agreementsale of the Securities, the Offered Securities will conformfunding of the Credit Facilities, in all material respects the Equity Contribution and the Option Rollover to the description thereof contained refinancing transactions described under the caption "Use of Proceeds" in each of the Disclosure Package Offering Memorandum, the Company would have an authorized and Prospectus. outstanding capitalization as set forth in the Offering Memorandum under the caption "Capitalization" under the heading "Pro Forma." All of the issued outstanding shares of capital stock of Holdings and outstanding Ordinary Shares the Company have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable lawsnonassessable. None of the outstanding Ordinary Shares shares of capital stock of Holdings or the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of Holdings or the Company, as the case may be. There Except for rights of first refusal or "tag-along" or "drag along" rights customarily contained in stockholders' agreements, partnership agreements or joint venture operating agreements, 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 Holdings or the Company or any of the Subsidiaries, other than those described in the Disclosure Package and the ProspectusOffering Memorandum. The description of the Company’s Holdings' stock option option, stock bonus, stock purchase and other stock plans or arrangements, arrangements and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus Offering Memorandum accurately and fairly presents the information required to be shown with respect to describes, in all material respects, such plans, arrangements, options and rights. No further approval or authorization As of the date hereof, all of the issued and outstanding capital stock of the Company has been duly authorized and validly issued, is fully paid and nonassessable and is owned directly by Holdings, free and clear of any shareholdersecurity interest, mortgage, pledge, lien, encumbrance or claim except as described in the Board of Directors or others is required for the issuance and sale Offering Memorandum. In addition, all of the Offered Securities issued and the Underlying Shares. Except outstanding capital stock of each Subsidiary, except as set forth described in the Disclosure Package Offering Memorandum, has been duly authorized and the Prospectusvalidly issued, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of fully paid and nonassessable and is owned by the Company, between directly or among through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim, except for any security interests, mortgages, pledges, liens, encumbrances or claims of the lenders existing under the Credit Agreement, dated as of October 17, 2001, among the Company’s shareholders, the Guarantors, Bank of America, N.A., as administrative agent, First Union National Bank, as syndication agent, The CIT Group/Business, Inc., as documentation agent, and the other lenders party thereto (such agreement, as amended from time to time, the "Existing Credit Agreement"). The only Subsidiaries of the Company are those Subsidiaries listed in Schedule C hereto.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conformSeries A Preferred Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus, and will entitle the holders of the Shares to the rights and benefits provided therein and in the Certificate of Designations with respect to the Series A Preferred Stock (the “COD”). All of the issued and outstanding Ordinary shares of capital stock of the Company outstanding prior to the issuance of the Firm Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the line items appearing under the caption “Stockholders’ Equity” in the Company’s unaudited consolidated balance sheet as of June 30, 2012 appearing in the Disclosure Package Company’s and the Prospectus Operating Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to any underwritten public offerings or any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants issued pursuant to employee benefit plans described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the preferred units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or Prospectus, upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus or as otherwise described in the Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common 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 (i) as described in the Disclosure Package Prospectus as of the date indicated and any rights granted after such date under the Company's stock option, stock purchase and other stock plans, and (ii) the right of first offer pursuant to the Second Amended and Restated Investors' Rights Agreement dated as of December 22, 1999, among the Company and the Prospectusinvestors party thereto and the right of first refusal pursuant to the Second Amended and Restated First Refusal and Co-Sale Agreement dated as of December 22, 1999, among the Company and the investors party thereto; such right of first offer and right of first refusal do not apply to the sale of the securities under this Agreement and expire upon the completion of the offering contemplated hereunder. Any such descriptions set forth in the Prospectus are accurate and complete in all material respects. The description of the Company’s 's stock option option, stock purchase and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise or conversion of outstanding options options, convertible notes or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, each of the other Offered Securities and each of the Underwriter’s Securities will conform, in all material respects to the description descriptions thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus, and, except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, will entitle the holders of such Offered Securities and Underwriter’s Securities to the applicable rights and benefits provided therein. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company outstanding prior to the issuance of the Firm Units, any Additional Units and the Underwriter’s Securities have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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, convertible notes, 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board board of Directors directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and or the Underlying SharesUnderwriter’s Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in each of the Disclosure Package Prospectus. The issued and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described Common Shares are as set forth in the Disclosure Package and Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common Shares 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. 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 the Subsidiaries other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and of the options or other rights granted thereunder, set forth in the Disclosure Package Prospectus fairly and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth described in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to has not sold or issued any Common Shares during the knowledge six- month period preceding the date of the Company, between or among any of the Company’s shareholdersProspectus.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of Applicable Prospectus under the Disclosure Package and the Prospectus caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of the Disclosure Package and the Sale Prospectus or upon the exercise of outstanding options or warrants described in the Disclosure Package and each Applicable Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, represented by the Offered Securities will conform, conform in all material respects to the description thereof contained in each Applicable Prospectus, including the Time of Sale Prospectus and the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares represented by the Offered Securities (including the Shares represented by the Offered Securities which are owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization The registered holder of any shareholderthe Shares represented by the Offered Securities and the Depositary with respect to the Offered Securities, against payment of the purchase prices in accordance with this Agreement on the Closing Date and, if applicable, the Board Option Closing Date, will be, except subject to the terms and provisions of Directors the Deposit Agreement, entitled to all the rights of a shareholder conferred by the Memorandum of Association and Articles of Association of the Company, and the Depositary will acquire, subject to the terms of the Deposit Agreement, valid and unencumbered title to the Shares represented by the Offered Securities and the Underwriters will acquire valid and unencumbered title to the Offered Securities; there are no restrictions on transfer of the Shares represented by the Offered Securities to be sold by the Company or others is required for the Offered Securities to be sold by the Company, as the case may be, except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus and subject to the terms and provisions of this Agreement or the Deposit Agreement, under the laws of the Cayman Islands or the State of New York, as the case may be; the Shares may be freely deposited by the Company with the Depositary against issuance and of ADRs evidencing the ADSs as contemplated by the Deposit Agreement. Neither the filing of the Registration Statement nor the offering or sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectuscontemplated by this Agreement gives rise to any rights, there are no shareholders agreementsother than those which have been waived or satisfied, voting agreements for or other similar agreements with respect relating to the Company’s Ordinary registration of any Shares to which the Company is a party or, to the knowledge or any other class of capital stock of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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. The Depository Trust Company (the “DTC”) has authorized the Ordinary Shares for delivery through its full fast transfer facilities. 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities Firm Shares and the Underlying Additional Firm Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for (i) subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be, and (ii) for repurchases of Common Stock pursuant to pre-existing agreements granting the Company the right to repurchase such shares of Common Stock upon the cessation of services to the Company by such stockholder, which repurchases have not been material). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. the Prospectus under the caption “Description of Capital Stock.” All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in all material respects in the Disclosure Package and the Prospectus. The holders of the outstanding registration rights described in the Disclosure Package and the Prospectus have waived their rights with respect such registration rights with respect to the filing of the Registration Statement. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Units, the Class C Warrants and the Underwriter's Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 General Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, or issuances of earn-out shares, in each case described in the Registration Statement, the General Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Stock) conforms in all material respects to the description thereof contained in each of the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares 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 General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the General Disclosure Package and the Prospectus accurately and fairly presents the information in all material respects required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Common Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. Upon completion of the Founding Company Mergers in the manner described in the Registration Statement, the shares of Common Stock of the Company to be issued in the Founding Company Mergers will be duly authorized, validly issued and fully paid and non-assessable. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements may be restricted by relevant state law with respect to the Company’s Ordinary Shares need for sufficient surplus, none of the Acquisition Subsidiaries or the Founding Companies is currently prohibited, directly or indirectly, from paying any dividends to which the Company is a party or, to the knowledge of the Company, between from making any other distribution on its capital stock, or among from transferring any of the Company’s shareholders.property or assets of any such Acquisition Subsidiary or

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption ‘‘Capitalization’’ (other than than, with respect to issued and outstanding capital stock, for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, which may be sold by the Company have been duly authorized and, when issued issued, delivered and delivered as provided paid for in accordance with the terms of this Agreement, will have been validly issued and will be fully paid and non-assessable and the Offered Securities holders thereof will conform, not be subject to personal liability by reason of being such holders. The Common Stock (including the Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the ProspectusProspectus or as set forth in Schedule 1(n). The description of the Company’s stock option and other stock plans or arrangements, plan and the options or other rights granted thereunder, set forth in each of the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the line items appearing under the caption “Stockholders’ Equity” in the Company’s audited consolidated balance sheet as of December 31, 2011 appearing in the Disclosure Package Company’s and the Prospectus Operating Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to any underwritten public offerings or any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants issued pursuant to employee benefit plans described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of the Company’s preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the preferred units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares Shares, par value $0.0001 per share, have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock shares of beneficial interest of the Company is Company, including the Shares, are as set forth in each of the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants redemption of outstanding OP Units described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, shares of beneficial interest (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of beneficial interest have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable lawsfederal and state securities laws and, to the extent applicable, the requirements of the NYSE Amex. None of the outstanding Ordinary Shares shares of beneficial interest 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 shares of beneficial interest of the Company or any of its subsidiaries other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s stock option share option, share bonus and other stock equity and incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, the Time of the Disclosure Package Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuancesas of March 31, if any2021, pursuant to employee benefit plans described in each of and on the Disclosure Package actual basis, pro forma basis and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, pro forma as the case may beadjusted basis presented therein). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus. All of the issued and outstanding limited liability company interests in Rallybio LLC prior to the Dissolution and in Rallybio IPD, LLC prior to the Conversion were duly authorized and validly issued and issued in compliance with all applicable federal and state securities laws. None of the outstanding limited liability interests of Rallybio LLC and none of the outstanding limited liability interests of Rallybio IPD, LLC outstanding prior the Conversion was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the any such entity. The description descriptions of the Company’s stock option and other stock equity plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is (after giving effect to the closing of the Acquisitions and the issuance of the shares of Common Stock contemplated by the Acquisition Agreements and the issuance of the Shares pursuant to the terms of this Agreement) as set forth in each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformauthorized, and, when issued and delivered as provided in this Agreement, outstanding capital stock of the Offered Securities will conform, Company (including the Common Stock) conform in all material respects to the description descriptions thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock (other than the Shares) outstanding as of the First Closing Date (including, without limitation, the shares of Common Stock to be issued in connection with the Acquisitions) will have been been, as of the First Closing Date, duly authorized and validly issued, are and will be, as of the First Closing Date, fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common Stock as of the First Closing Date will have been 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 the Subsidiaries other than those described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization The form of any shareholder, certificate used to evidence the Board of Directors or others Common Stock is required for the issuance in due and sale proper form and complies with all applicable requirements of the Offered Securities charter and bylaws of the Company and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge General Corporation Law of the Company, between or among any State of the Company’s shareholdersDelaware.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the line items appearing under the caption “Stockholders’ Equity” in the Company’s consolidated balance sheet as of December 31, 2009 appearing in its Annual Report on Form 10-K for the Disclosure Package and the Prospectus fiscal year ended December 31, 2009 (other than for subsequent issuancesissuances or share repurchases or cancellations, if any, pursuant to this Agreement, any employee benefit plans or dividend reinvestment plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be, or upon the redemption of Common Units pursuant to the Partnership Agreement). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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. The Company has duly reserved a sufficient number of shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), for issuance upon exchange of the units of partnership interest of the Operating Partnership. 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 Disclosure Package and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth thereunder incorporated by reference in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to terms and conditions of such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth rights in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersall material respects.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of Applicable Prospectus under the Disclosure Package and the Prospectus caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of the Disclosure Package and the Sale Prospectus or upon the exercise of outstanding options or warrants described in the Disclosure Package and each Applicable Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conformShares, Firm Warrant Shares and Optional Warrant Shares) and the Offered Warrants conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and Sale Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Disclosure Package and the each Applicable Prospectus. The description of the Company’s warrants, stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the each Applicable Prospectus accurately and fairly presents the information required to be shown with respect to such warrants, plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth described in the Disclosure Package and the Prospectus, there are no shareholders agreementsthe Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Prospectus, voting agreements including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act other than shares of Common Stock issued pursuant to employee benefit plans, qualified stock options plans or other similar agreements with respect employee compensation plans or pursuant to the Company’s Ordinary Shares to which the Company is a party oroutstanding options, to the knowledge of the Company, between rights or among any of the Company’s shareholderswarrants.

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 Pricing Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus plans, or upon the exercise of outstanding options or warrants warrants, in each case described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conform, andShares, when issued and delivered as provided in this Agreement, pursuant to the Offered Securities terms of the Transaction Documents will conform, in all material respects respects, to the description thereof contained in each of the Pricing Disclosure Package and ProspectusPackage. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Pricing Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangementsarrangements (each, a “Company Stock Plan”), and the options or other rights granted thereunder, set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans plans, or upon the exercise of outstanding options or warrants, in each case described in each of the Registration Statement, the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformShares, andwhen issued pursuant to the terms of this Agreement, and the Warrant Shares, when issued and delivered upon exercise as provided in this Agreementunder the Warrants, the Offered Securities will conform, in all material respects respects, to the description thereof contained in each of the Registration Statement, Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with all applicable federal and state securities laws. None of the outstanding Ordinary Shares were shares of Common 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 Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangementsarrangements (each, a “Company Stock Plan”), and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents presents, in all material respects, the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in the each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities Class A Warrants, the Class B Warrants and the Representative's Warrants will conform, comply in all material respects to the description thereof contained in the each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option 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 Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown disclosed with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale All of the Offered Securities issued shares of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and are owned directly by the Underlying Shares. Except Company, free and clear of all liens, encumbrances, equities or claims, except for such liens or encumbrances on such capital stock to secure indebtedness of the Company's subsidiaries as set forth described in the Disclosure Package and or the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Registration Statement, Time of the Disclosure Package Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and Base Prospectus or the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement, Time of Sale Prospectus and the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Disclosure Package Base Prospectus and the Prospectus. All of the issued and outstanding Ordinary Shares Common Stock have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state securities laws. None of the outstanding Ordinary Shares were Common 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, except for such rights as have been duly waived. 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 other than those described in the Disclosure Package Registration Statement, Time of Sale Prospectus and the ProspectusProspectus and except for such rights as have been duly waived. The description descriptions of the Company’s stock option option, stock bonus, stock purchase and other stock or equity incentive plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholderExcept as described in the Registration Statement, the Board Time of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package Sale Prospectus and the Prospectus, there are no shareholders agreementsall of the issued and outstanding capital stock of, voting agreements or other similar agreements with respect to equity interests in, each of its subsidiaries has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company’s Ordinary Shares to which the Company is a party or, to the knowledge directly or through other subsidiaries of the Company, between free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or among any of the Company’s shareholdersequity.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding share capital stock of the Company is as set forth in each of the Disclosure Package Registration Statement and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon the exercise of outstanding options or warrants warrants, in each case described in the Disclosure Package Registration Statement and the Prospectus, as the case may be). The Ordinary ADSs and Common Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable all federal and state, including Israeli, securities laws. None of the outstanding Ordinary Common Shares 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 share capital stock or other equity or ownership interests of the Company or any of its subsidiaries other than those described in the Disclosure Package Registration Statement and the Prospectus, and with respect to the Company’s subsidiaries as described on Schedule 2(r). The description descriptions of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Registration Statement and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholderWhen the ADSs are issued to the Agent, the Board of Directors or others is required underlying Common Shares will be freely deposited by the Company with the Custodian for the issuance and sale account of the Offered Securities Depositary against issuance of ADSs; the ADSs, when issued and delivered, will be freely transferable by the Underlying Shares. Except as set forth Agent to or for the account of the Agent and (to the extent described in the Disclosure Package Registration Statement and the Prospectus, ) the initial purchasers thereof; and there are no shareholders agreements, voting agreements restrictions on subsequent transfers of the ADSs under the laws of Israel or the United States except as described in the Registration Statement and the Prospectus. All grants of options or other equity awards or rights to acquire Common Shares or ADSs, share bonus and other share plans or arrangements (each, a “Company Share Option”) were validly issued and properly approved by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (and/or a duly constituted and authorized committee thereof) and, where required, by the shareholders of the Company and in material compliance with all applicable laws and regulatory rules or requirements, including all applicable federal and Israeli securities law, and the terms of the plans under which such Company Share Options were issued and were recorded on the Company’s financial statements in accordance with IFRS, and no such grants involved any “back dating,” “forward dating,” “spring loading” or similar agreements practices with respect to the Company’s Ordinary Shares effective date of grant. The Company has taken commercially reasonable steps, including filing such documents as required to which the be filed and delivering such notices as required to be delivered, in order to ensure that each Company is a party or, Share Option purported to the knowledge be issued under Section 102 of the CompanyIsrael Income Tax Ordinance (New Version), between 5721-1961 qualifies for treatment under that section and the rules and regulations promulgated thereunder for treatment under either the capital gains track or among any of the Company’s shareholdersemployment income track, as was indicated with respect to each such Company Share Option at the date that such Company Share Option was granted.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuancesProspectus. The number of issued and outstanding Common Shares is as set forth in the Registration Statement, if any, pursuant to employee benefit plans described in each of the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common Shares 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. The Operating Partnership has not issued any security or other equity interest other than Units and senior unsecured notes described in the Registration Statement, the General Disclosure Package 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 the Subsidiaries other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option 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 General Disclosure Package and the Prospectus fairly and accurately and fairly presents present the information required to be shown with respect to such plans, arrangementsplan, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Sharesother awards. Except as set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements Prospectus or other similar agreements with respect pursuant to the Company’s Ordinary Shares to which Equity Compensation Plans, the Company is a party or, 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. The form of certificates for the Shares conforms to the knowledge Maryland General Corporation Law and the rules of the Company, between or among any of New York Stock Exchange (“NYSE”). All options to purchase the Company’s shareholdersCommon Shares granted by the Company to its directors, officers, employees or consultants, pursuant to the Company’s stock option plans, or otherwise, provided for an exercise price equal to no less than the fair market value of the underlying Common Shares as determined under Section 409A of the Code, and the regulations and published interpretations thereunder on the date of grant (within the meaning of U.S. Treasury Reg. §1.421-1(c)).

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuancesProspectus. The number of issued and outstanding Common Shares is as set forth in the Registration Statement, if any, pursuant to employee benefit plans described in each of the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common Shares 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. The Operating Partnership has not issued any security or other equity interest other than Units and senior unsecured notes described in the Registration Statement, the General Disclosure Package 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 the Subsidiaries other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option 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 General Disclosure Package and the Prospectus fairly and accurately and fairly presents present the information required to be shown with respect to such plans, arrangementsplan, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Sharesother awards. Except as set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements Prospectus or other similar agreements with respect pursuant to the Company’s Ordinary Shares to which Equity Compensation Plan, the Company is a party or, 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. The form of certificates for the Shares conforms to the knowledge of the Company, between or among any of Maryland General Corporation Law. All options to purchase the Company’s shareholdersCommon Shares granted by the Company to its directors, officers, employees or consultants, pursuant to the Company’s stock option plans, or otherwise, provided for an exercise price equal to no less than the fair market value of the underlying Common Shares as determined under Section 409A of the Code, and the regulations and published interpretations thereunder on the date of grant (within the meaning of U.S. Treasury Reg. §1.421-1(c)).

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each the Time of the Disclosure Package Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of the Disclosure Package and Sale Prospectus or the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Time of Sale Prospectus or the Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each the Time of Sale Prospectus and the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares (including the Shares owned by the Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding 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 Disclosure Package Time of Sale Prospectus and the Prospectus. The description of the Company’s stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth described in the Disclosure Package Time of Sale Prospectus and the Prospectus, there are no shareholders agreementsthe Company has not sold or issued any securities during the six-month period preceding the date of the Prospectus, voting agreements including any sales pursuant to Rule 144A or Regulations D or S of the Commission, other than securities issued pursuant to employee benefit plans, qualified stock option plans or other similar agreements employee compensation plans or pursuant to outstanding options, rights or warrants, that would be integrated under the Securities Act with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholdersOffered Shares.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares conformSeries A Preferred Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus, and will entitle the holders of the Shares to the rights and benefits provided therein and in the Certificate of Designations with respect to the Series A Preferred Stock (the “COD”). The Common Stock conforms, and, when issued and delivered as provided in this Agreement, the Underwriter’s Securities will conform, in all material respects to the description thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary shares of capital stock of the Company outstanding prior to the issuance of the Firm Shares have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conformCommon Stock conforms, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares 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 other than those described in the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying SharesSecurities. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares Common Stocks to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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 Disclosure Package and the Prospectus (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise or conversion of outstanding options options, convertible notes or warrants described in the Disclosure Package and the Prospectus, as the case may be). The Ordinary Shares shares of Common Stock conform, and, when issued and delivered as provided in this Agreement, each of the other Offered Securities and each of the Underwriter’s Securities will conform, when issued and delivered as provided in this Agreement and the Warrant Agent Agreement, in all material respects to the description descriptions thereof contained in each of the Registration Statement, the Disclosure Package and the Prospectus, and, except as otherwise disclosed in the Registration Statement, the Disclosure Package and the Prospectus, will entitle the holders of such Offered Securities and Underwriter’s Securities to the applicable rights and benefits provided therein. All of the issued and outstanding Ordinary Shares shares of capital stock of the Company outstanding disclosed in the Registration Statement, the Disclosure Package and the Prospectus prior to the issuance of the Firm Units, any Additional Units and the Underwriter’s Securities have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with applicable laws. None of the outstanding Ordinary Shares shares of capital stock of the Company 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, convertible notes, 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 other than those described in the Registration Statement, the Disclosure Package and the Prospectus. The description of the Company’s stock option and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Disclosure Package and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board board of Directors directors of the Company (the “Board”) or others is required for the issuance and sale of the Offered Securities and or the Underlying SharesUnderwriter’s Securities. Except as set forth in the Registration Statement, the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized capital stock of the Company is as set forth in each of the Registration Statement, the General Disclosure Package and the Prospectus (other than for subsequent issuancesProspectus. The number of issued and outstanding Common Shares is as set forth in the Registration Statement, if any, pursuant to employee benefit plans described in each of the General Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Common Shares conform, and, when issued and delivered as provided in this Agreement, (including the Offered Securities will conform, Shares) conform in all material respects to the description thereof contained in each of the Registration Statement, the General Disclosure Package and the Prospectus. All of the issued and outstanding Ordinary Common Shares have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Common Shares 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. The Operating Partnership has not issued any security or other equity interest other than Units and senior unsecured notes described in the Registration Statement, the General Disclosure Package and the Prospectus or pursuant to acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”. 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 the Subsidiaries other than those described in the Registration Statement, the General Disclosure Package and the Prospectus. The description descriptions of the Company’s stock option 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 General Disclosure Package and the Prospectus fairly and accurately and fairly presents present the information required to be shown with respect to such plans, arrangementsplan, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Sharesother awards. Except as set forth described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect pursuant to the Company’s Ordinary Shares to which equity compensation plans or in connection with acquisitions of properties described in the Prospectus under the caption “Summary — Recent Developments — Acquisition Activity”, the Company is a party or, 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. The form of certificates for the Shares conforms to the knowledge Maryland General Corporation Law and the rules of the Company, between or among any of New York Stock Exchange (“NYSE”). All options to purchase the Company’s shareholdersCommon Shares granted by the Company to its directors, officers, employees or consultants, pursuant to the Company’s stock option plans, or otherwise, provided for an exercise price equal to no less than the fair market value of the underlying Common Shares as determined under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (collectively, the “Code”) and the regulations and published interpretations thereunder on the date of grant (within the meaning of U.S. Treasury Reg. §1.421-1(c)).

Capitalization and Other Capital Stock Matters. The Subject to the assumptions set forth in the Prospectus, the authorized, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, Common Stock (including the Offered Securities will conform, Common Shares) conforms in all material respects to the description thereof contained in each of the Disclosure Package and Prospectus. All of the issued and outstanding Ordinary Shares shares of Common Stock (including the shares of Common Stock owned by Selling Shareholders) have been duly authorized and validly issued, are fully paid and non-assessable nonassessable and have been issued in compliance with applicable federal and state securities laws. None of the outstanding Ordinary Shares 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 other than those accurately described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Prospectus, except (i) such options, warrants, preemptive rights, rights of first refusal or other rights which expire on the First Closing Date and (ii) such options granted pursuant to stock option plans described in the Prospectus. The 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 the Prospectus accurately and fairly presents in all material respects the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Offered Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s Ordinary Shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.