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 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 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 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 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 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 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 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 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 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 each class or series of capital stock or other equity interests of the Company and each of its Subsidiaries 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 Subsidiary 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 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 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 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 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 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 the NRLBH 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 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 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 (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 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 Applicable Prospectus under the Disclosure Package and the Prospectus caption “Capitalization” or other similar headings (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 or the vesting of restricted stock units 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 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 described in the Disclosure Package and the each Applicable Prospectus. The description of the Company’s stock option option, stock bonus and other stock equity incentive 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 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 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 Regulation S of, the Securities Act other than Shares issued pursuant to employee benefit plans, qualified stock option and equity incentive 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, 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. 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 (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 Registration Statement and in the Prospectus Supplement (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 any Prospectus Supplement or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may beany Prospectus Supplement). 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 Base Prospectus and the Prospectus Supplement. The outstanding capital stock of the Disclosure Package Company, and Prospectusthe outstanding options, warrants, or convertible securities of the Company, are as described in the Base Prospectus and Prospectus Supplement, as of the date such information is presented therein. Since August 31, 2003, the Company has not issued any securities other than Common Stock of the Company pursuant to (i) 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 and (ii) the exercise of previously outstanding warrants. All of the issued and outstanding Ordinary Shares shares of the capital stock of the Company and the Significant Subsidiaries 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 applicable federal and state securities laws, as applicable. Except as set forth in the Base Prospectus and the Prospectus Supplement, all of the outstanding shares of capital stock of the Significant Subsidiaries are owned, directly or indirectly, by the Company. None of the outstanding Ordinary Shares shares of capital stock of the Company or any Significant 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 Companysecurities. 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 Significant Subsidiary other than those described in the Disclosure Package Base Prospectus and the ProspectusProspectus Supplement and other than options granted pursuant to the Plans in the ordinary course of business consistent with past practice. The description of the Company’s '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 Base Prospectus and the Prospectus Supplement accurately and fairly presents 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 Except for the issuance and sale of the Offered Securities and the Underlying Shares. Except Significant Subsidiaries or as set forth in the Disclosure Package and Base Prospectus or in the ProspectusProspectus Supplement, 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 does not have any subsidiaries or among own directly or indirectly any of the Company’s shareholderscapital stock or other equity or long-term debt securities or have any equity interest in any other person.

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 issued Common Stock (including the Shares) and delivered as provided in this Agreement, the Offered Securities will conform, Representative’s Warrants conform in all material respects to the description descriptions 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 ProspectusPackage. 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 each of 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 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 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 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 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 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 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 interests of CRLLC 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 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. 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 total shareholders’ equity of the Company is as set forth in the Private Placement Memorandum in the column entitled “Actual” under the caption “Capitalization” as of the respective dates set forth therein, and the actual, authorized, issued and outstanding number of shares of capital stock of the Company is as set forth in each the section entitled “Description of Capital Stock” in the Private Placement Memorandum as of the Disclosure Package date set forth therein, and the Prospectus there have been no changes to such amounts (other than except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans described referred to in each of the Disclosure Package and Private Placement Memorandum or pursuant to the Prospectus or upon exercise of outstanding convertible securities or options or warrants described referred to in the Disclosure Package and Prospectus, as the case may bePrivate Placement Memorandum). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, the Offered Securities will conform, capital stock conforms in all material respects to the description thereof contained set forth in each of the Disclosure Package and ProspectusPrivate Placement Memorandum. All of the issued and outstanding Ordinary Shares shares of capital 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. Upon issuance and delivery of the Securities in accordance with this Agreement and the Indenture, the Securities will be convertible at the option of the holder thereof into shares of Common Stock 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 and will be fully paid and non-assessable; no holder of such shares will be subject to personal liability by reason of being such a holder; and the issuance of such shares upon such conversion will not be subject to the preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company. 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 its subsidiaries other than those described in the Disclosure Package and Private Placement Memorandum (except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements, employee benefit plans referred to in the ProspectusPrivate Placement Memorandum or pursuant to the exercise of convertible securities or options referred to in the Private Placement Memorandum). 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 Private Placement 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 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 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 authorizedOrdinary Shares, issued and outstanding capital stock of the Company is as set forth in each of the Disclosure Package ADSs 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, Warrants conform in all material respects to the description thereof contained in each of the Registration Statement and the General Disclosure Package and ProspectusPackage. 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 Israeli, federal and state securities laws. None of the outstanding Ordinary Shares 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 Other than as described in the Registration Statement or the General Disclosure Package: (i) 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 share capital stock of the Company or any of its Subsidiaries other than those described in the Registration Statement or the General Disclosure Package Package, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their respective securities under the Securities Act, (iii) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the ProspectusCompany or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries, (iv) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Offered Securities and (v) the Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. 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 Registration Statement or the General Disclosure Package and the Prospectus Package, 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 the line items appearing under the caption “Stockholders’ Equity” in the Company’s audited 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 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 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 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 Agreementshares of the Company’s outstanding capital stock (including the Offered Shares, the Offered Securities will conformShares and the Company’s Redeemable Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred”)) 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 and Convertible Preferred 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 or Convertible Preferred 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 present the information required to be shown with respect to such plans, arrangements, options and rights. No further approval or authorization Assuming due performance by the holders of any shareholderConvertible Preferred of their obligations under the Conversion Document, following the consummation of the offering contemplated hereby (a “Qualified Offering”) and upon conversion and/or repurchase of the Convertible Preferred and the related issuance to certain holders of the Convertible Preferred of Shares and/or pre-funded warrants to purchase Shares (the “Warrants”, and the Shares underlying the Warrants, the Board “Warrant Shares”), each as described in the Registration Statement, the Time of Directors or others is required for the issuance and sale of the Offered Securities Sale Prospectus and the Underlying Shares. Except as set forth Prospectus (such transactions, collectively, the “Conversion”), (i) the Shares issued in connection with the Disclosure Package Conversion will be duly authorized, validly issued, fully paid and nonassessable; (ii) the ProspectusWarrants will be duly authorized and, there are no shareholders agreements, voting agreements or other similar agreements with respect to when executed and delivered by the Company’s Ordinary Shares to which the Company is a party or, to the knowledge will be validly issued and will constitute legal, valid and binding obligations of the Company, between enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or among similar laws affecting creditors’ rights generally and general principles of equity; and (iii) the Warrant Shares will be duly authorized and validly reserved for issuance upon exercise of the Warrants in a number sufficient to meet the current exercise requirements. Upon exercise of the Warrants in accordance with their terms, the Warrant Shares, when issued and delivered against payment therefor as provided therein, will be validly issued, fully paid and non-assessable. The Shares issued in connection with the Conversion, the Warrants and, when issued, the Warrant Shares will be issued in compliance with all federal and state securities laws and with the rules and regulations of Nasdaq (as defined below) and will not 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’s shareholders. The Warrants will conform in all material respects to the description thereof contained in the Time of Sale Prospectus.

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 Pricing 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 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 pursuant to the terms of this Agreement, the Offered Securities Agreement 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 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 capital stock of the Company is as set forth in each of the Disclosure Package and the Prospectus under the column headed “Actual” under the caption “Capitalization” as of the date(s) specified, and after giving effect to the sale of the Shares, as specified under the column headed “As Adjusted” (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 options, warrants or warrants other rights to receive shares 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, 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. 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 subsidiary 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 of June 30, 2018 was 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, 2018 appearing in the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, and, since June 30, 2018, the Company has not issued, repurchased or cancelled any capital stock (other than subsequent issuances or share repurchases or cancellations, if any, (i) described in the Disclosure Package and the Prospectus Prospectus, (other than for subsequent issuancesii) pursuant to any underwritten public offerings, if anyat-the-market offering programs, or any employee benefit plans or dividend reinvestment plans described in the Disclosure Package and the Prospectus, (iii) upon exercise of outstanding options issued pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or (iv) upon exercise the redemption of outstanding options Common Units pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership and any amendments or warrants described in supplements thereto whether before or after the Disclosure Package date of this Agreement (as so amended and Prospectussupplemented, as if applicable, the case may be“Partnership Agreement”)). The Ordinary Shares conform, and, when issued and delivered as provided in this AgreementCommon Stock (including the Shares, the Offered Securities will conformForward Shares and the Confirmation Shares), the authorized Preferred Stock (as defined below) and any class or series of outstanding Preferred Stock 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. The Company has duly reserved a sufficient number of shares of Common Stock for issuance upon exchange of the common units of partnership interest of the Operating Partnership. If any preferred units of limited partnership interest of the Operating Partnership are outstanding, 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 such preferred units of partnership interest. All of the Company’s outstanding shares of Preferred Stock, if any, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Preferred Stock, if any, 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 such as may have been issued under employee benefit plans that are accurately described in the Disclosure Package and the Prospectus or otherwise as 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 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 Guarantor 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 options, warrants or warrants convertible notes 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, 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 of the Guarantor 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 of the Guarantor were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyGuarantor. 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 Guarantor, 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 and the Guarantor’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 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, 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 General Disclosure Package and the Prospectus Final Offering Memorandum under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each of the General Disclosure Package and the Prospectus Final Offering Memorandum, or upon the exercise of outstanding options options, the vesting of restricted stock units, or warrants the issuance of premium shares on restricted stock described in the General Disclosure Package and Prospectusthe Final Offering Memorandum, 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 (including any Conversion Shares) conforms in all material respects to the description thereof contained in each of the General Disclosure Package and Prospectusthe Final Offering Memorandum. 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 pre-emptive 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 pre-emptive 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 General Disclosure Package and the ProspectusFinal Offering Memorandum. 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 contained in the General Disclosure Package and the Prospectus Final Offering Memorandum 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 Securities, the Conversion Shares and all other authorized 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 Final Offering Memorandum, and the authorized, issued and outstanding capital stock of the Company is as set forth in each the Time of the Disclosure Package Sale Document and the Prospectus Final Offering Memorandum (other than except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit or equity incentive plans described in each of the Disclosure Package and Final Offering Memorandum or pursuant to the Prospectus exercise or upon exercise conversion of outstanding securities, warrants or options or warrants described referred to in the Disclosure Package and Prospectus, as the case may beFinal Offering Memorandum). 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 assessable, conform to the description thereof contained in the Time of Sale Document and have been the Final Offering Memorandum and were issued in compliance with applicable laws. None of the outstanding Ordinary Shares were issued federal and state securities laws and not in violation of any preemptive rightsright, rights resale right, right of first refusal or similar right. The maximum number of Conversion Shares issuable upon conversion of the Securities (assuming the Company elects to deliver solely shares of Common Stock to settle all conversions) (the “Maximum Number of Conversion Shares”) have been duly authorized and reserved for issuance upon such conversion by all necessary corporate action, and, when issued upon such conversion in accordance with the terms of the Securities, will be validly issued, fully paid and non-assessable; no holder of the Conversion Shares will be subject to personal liability by reason of being such a holder; and the issuance of the Conversion Shares upon such conversion will not be subject to the preemptive or other similar rights to subscribe for or purchase securities of 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 other than those described in the Disclosure Package and the Prospectus. The description All of the Company’s stock option options, warrants and other stock plans rights to purchase 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 exchange any shareholder, the Board of Directors or others is required securities 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 shares of the Company’s shareholderscapital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in the Time of Sale Document and the Final Offering Memorandum and were issued in compliance with federal and state securities laws.

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 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 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 the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans the Company’s 2004 Stock Incentive Plan, the Company’s 2005 Employee Stock Purchase Plan and the Company’s 2005 Non-Employee Directors Stock Option 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 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) 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. 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 2004 Stock Incentive Plan, the Company’s 2005 Employee Stock Purchase Plan and other stock plans or arrangements, the Company’s 2005 Non-Employee Directors Stock Option Plan 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 shareholdersplan.

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 Company, and the outstanding options, warrants, or convertible securities of the Company, are as set forth described in each of the Disclosure Package and the any Prospectus Supplement (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 Prospectusany Prospectus Supplement), as the case may be). The Ordinary Shares conform, and, when issued and delivered as provided in this AgreementShares, the Offered Securities will conformUnits and the Ordinary Shares and Warrants underlying the Units, conform in all material respects to the description thereof contained in each of the Disclosure Package and Prospectusany Prospectus Supplement. As of the date hereof, there were 64,125,804 Ordinary Shares and 100,000 preferred shares, $0.001 par value, of the Company, issued and outstanding. Since the effective date of the Registration Statement, the Company has not issued any securities. All of the issued and outstanding Ordinary Shares shares of the capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance, in all material respects, with all applicable laws. The Ordinary Shares underlying the Units have been duly and validly authorized and, when issued, delivered and paid for in accordance with this Agreement on the Closing Date, will be duly and validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable lawsstate, federal and foreign securities laws and will not have been issued in violation of or subject to any preemptive or similar right that does or will entitle any person to acquire any security from the Company upon issuance or sale of the Units in the Offering. The Ordinary Shares underlying the Warrants and the Underwriter’s Warrants have been duly authorized for issuance, will conform to the description thereof in the Registration Statement and in the Prospectus and have been validly reserved for future issuance and will, upon exercise of the Warrants and Underwriter’s Warrants and payment of the exercise price thereof, be duly and validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to preemptive or similar rights to subscribe for or purchase securities of the Company. The issuance of such securities is not subject to any statutory preemptive rights under the laws of the Company’s jurisdiction or the Company’s organization documents as in effect at the time of issuance, rights of first refusal or other similar rights of any securityholder of the Company (except for such preemptive or contractual rights as were waived). Except as set forth in the Time of Sale Disclosure Package and any Prospectus Supplement, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company, and such shares are held free and clear of any security on interest mortgage, pledge, lien, encumbrance or claim. None of the outstanding Ordinary Shares shares of capital 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 Companysecurities. 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 the Prospectusany Prospectus Supplement. The description of Maxim Group LLC May 6, 2011 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 Time of Sale Disclosure Package and the any Prospectus Supplement accurately and fairly presents the information required by the Securities 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 Time of Sale Disclosure Package and the Prospectusor in any Prospectus Supplement, 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 does not have any subsidiaries or among own directly or indirectly any of the Company’s shareholderscapital stock or other equity or long-term debt securities or have any equity interest in any other person.

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 for in this Agreement, the Offered Securities Warrants, the Underwriters’ Warrants and the warrants issuable upon exercise of the Underwriters’ 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 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 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 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, Units 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 conformnot be subject to personal liability by reason of being such holders. The Common Stock (including the Share), Units and the Warrants 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 Package, the ProspectusProspectus or as set forth in Schedule 1(n). The description of the Company’s '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 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 (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 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, issued and outstanding number of shares of Common Stock of the Company is as set forth in the section entitled “Description of Existing Securities” 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 and will be 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 description, if any, 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 describes 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 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 under the column headed "Actual" under the caption "Capitalization" as of the date(s) specified, and after giving effect to the sale of the Shares, as specified under the column headed "As Adjusted" (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 options, warrants or warrants other rights to receive shares 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, 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. 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 the Subsidiary 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 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 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, the Warrants and the Underwriter’s Warrants conform, and, when issued and delivered as provided in this Agreement, the Offered Securities and Underwriters’ Warrants 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 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 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 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 of June 30, 2015 was 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, 2015 appearing in the Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, and, since June 30, 2015, the Company has not issued, repurchased or cancelled any capital stock (other than subsequent issuances or share repurchases or cancellations, if any, (i) described in the Disclosure Package and the Prospectus Prospectus, (other than for subsequent issuancesii) pursuant to any underwritten public offerings or any employee benefit plans or dividend reinvestment plans described in the Disclosure Package and the Prospectus, if any, (iii) upon exercise of outstanding options issued pursuant to employee benefit plans described in each of the Disclosure Package and the Prospectus or (iv) upon exercise the redemption of outstanding options Common Units pursuant to the Seventh Amended and Restated Agreement of Limited Partnership of the Operating Partnership and any amendments or warrants described in supplements thereto whether before or after the Disclosure Package date of this Agreement (as so amended and Prospectussupplemented, as if applicable, the case may be“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 Common Stock for issuance upon exchange of the common units of partnership interest of the Operating Partnership. All of the issued and outstanding shares of preferred stock, par value $0.01 per share (“Preferred Stock”), of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Preferred Stock was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those such as may have been issued under employee benefit plans that are accurately described in the Disclosure Package and the Prospectus or otherwise as 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 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 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 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 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 federal and state, including Israeli, 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 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 The exercise price of each option or other equity awards or rights to acquire Shares, share bonus and other share plans or arrangements (each, a “Company Share Option”) is no less than the fair market value of an Ordinary Share as determined on the date of grant of such Company Share Option. All grants of Company Share Options were validly issued and properly approved by all necessary corporate action, including, as applicable, approval or authorization by the board of any shareholder, the Board of Directors or others is required for the issuance and sale directors of the Offered Securities 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 laws, and the Underlying Shares. Except terms of the plans under which such Company Share Options were issued and were recorded on the Company’s financial statements in accordance with generally accepted accounting principles as set forth applied in the Disclosure Package United States, and the Prospectusno such grants involved any “back dating”, there are no shareholders agreements, voting agreements “forward dating,” “spring loading” or other similar agreements practices with respect to the Company’s Ordinary Shares effective date of grant. Each Company Share Option purported to which be issued under Section 102 of the Israel Income Tax Ordinance (New Version), 5721-1961 qualifies for treatment under that section and the rules and regulations promulgated thereunder for treatment under either the capital gains track or the employment income track, as was indicated with respect to each such Company Share Option at the date that such Company Share Option was granted, except as would not reasonably be expected to have a Material Adverse Change on the Company is and its subsidiaries, taken as a party or, to the knowledge of the Company, between or among any of the Company’s shareholderswhole.

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 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 authorized, issued and outstanding capital stock of the Company is as of October 31, 2012 (in the case of Common Stock) and as of January 7, 2013 (in the case of Preferred Stock (as defined below)) was as set forth under the caption “Description of Capital Stock” in each of the Disclosure Package and Preliminary Prospectus Supplement, the Prospectus Supplement and Exhibit 99.1 to the January 8-K, and since September 30, 2012, the Company has not issued, repurchased or cancelled any capital stock (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, 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 Common Stock for issuance upon exchange of the common units of partnership interest of the Operating Partnership. All of the issued and outstanding shares of preferred stock, par value $0.01 per share (“Preferred Stock”) of the Company have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Preferred 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 such as may have been issued under employee benefit plans that are accurately described in the Disclosure Package and the Prospectus or otherwise as 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 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 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 SharesRepresentative’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 the Time of the Disclosure Package Sale Prospectus and the Prospectus under the captions “Description of Capital Stock” (other than for subsequent issuances, if any, pursuant to employee benefit plans Stock Plans (as defined below) described in each the Time of the Disclosure Package Sale Prospectus and the Prospectus or upon exercise of outstanding options or warrants described in the Disclosure Package 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, Common Shares) conforms 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 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 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 (i) those accurately described in the Disclosure Package Time of Sale Prospectus and the Prospectus. , (ii) those options granted pursuant to the Stock Plans (as defined below) as accurately described in Company’s Proxy Statement on Schedule 14A filed with the Commission on March 19, 2008, and (iii) any rights with respect to interests in Black Warrior Methane Corp. and Black Warrior Transmission Corp. The description of the Company’s stock option purchase, stock option, stock bonus and other stock plans or arrangementsarrangements (“Stock Plans”), 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 and summarizes 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 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 capital stock of the Company Guarantor 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 options, warrants or warrants convertible notes 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, 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 of the Guarantor 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 of the Guarantor were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the CompanyGuarantor. 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 Guarantor, 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 and the Guarantor’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 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 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 the line items appearing under the caption “Stockholders’ Equity” in the Company’s 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 this Agreement, any Confirmations, 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 Common Stock (including the Shares conform, and, when issued and delivered as provided in this Agreementthe Confirmation Shares), the Offered Securities will conform, authorized Preferred Stock (as defined below) and any class or series of outstanding Preferred Stock 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. If any preferred units of limited partnership interest of the Operating Partnership are outstanding, 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 such preferred units of partnership interest. All of the issued and outstanding shares of Preferred Stock, if any, have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of Preferred Stock, if any, 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 such as may have been issued under employee benefit plans that are accurately described in the Disclosure Package and the Prospectus or otherwise as 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 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 authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement and in each of the Disclosure Package and the Prospectus Supplement (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 any Prospectus Supplement or upon exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may beany Prospectus Supplement). 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 Base Prospectus and the Prospectus Supplement. The outstanding capital stock of the Disclosure Package Company, and Prospectusthe outstanding options, warrants, or convertible securities of the Company, are as described in the Base Prospectus and Prospectus Supplement, as of the date such information is presented therein. Since June 27, 2003, 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. All of the issued and outstanding Ordinary Shares shares of the capital stock of the Company and the Significant Subsidiaries 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 applicable federal and state securities laws, as applicable. Except as set forth in the Base Prospectus and each Prospectus Supplement, all of the outstanding shares of capital stock of the Significant Subsidiaries are owned, directly or indirectly, by the Company. None of the outstanding Ordinary Shares shares of capital stock of the Company or any Significant 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 Companysecurities. 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 Significant Subsidiary other than those described in the Disclosure Package Base Prospectus and each Prospectus Supplement and other than options granted pursuant to the ProspectusPlans in the ordinary course of business consistent with past practice. The description of the Company’s '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 Base Prospectus and the Prospectus Supplement accurately and fairly presents 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 Except for the issuance and sale of the Offered Securities and the Underlying Shares. Except Significant Subsidiaries or as set forth in the Disclosure Package and the ProspectusBase Prospectus or in any Prospectus Supplement, 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 does not have any subsidiaries or among own directly or indirectly any of the Company’s shareholderscapital stock or other equity or long-term debt securities or have any equity interest in any other person.

Capitalization and Other Capital Stock Matters. The authorized, issued and outstanding authorized 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, including the Offered Securities will conformShares, 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 Company has an authorized, issued and outstanding Ordinary Shares capitalization as set forth in the Registration Statement, the General Disclosure Package and the Prospectus; at the First Closing Date, 29,409,336 shares of Common Stock will be issued and outstanding and no shares of preferred stock or any other class of capital stock will be issued and outstanding; the outstanding shares of capital stock of the Company and, to the Company’s knowledge, the outstanding capital stock and limited liability company membership interests of each subsidiary of the Company (each, except where noted, a “Subsidiary” and, collectively, the “Subsidiaries”), have been duly and validly authorized and validly issued, issued and are fully paid and non-assessable and nonassessable, have been issued in compliance with applicable federal and state securities laws. None ; except as disclosed in the Registration Statement, the General Disclosure Package or the Prospectus or in filings with the Commission pursuant to Section 16 of the Exchange Act, there are no outstanding Ordinary Shares were issued in violation (i) securities or obligations of the Company or any preemptive rightsof the Subsidiaries convertible into or exchangeable for any equity interests of the Company or, to the Company’s knowledge, any such Subsidiary, (ii) warrants, rights of first refusal or other similar rights options to subscribe for or purchase securities of from the Company or, to the Company. There are no authorized ’s knowledge, any such Subsidiary any such equity interests or outstanding options, warrants, preemptive rights, rights of first refusal any such convertible or other rights to purchaseexchangeable securities or obligations, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock (iii) obligations of the Company other than those described in or, to the Disclosure Package and Company’s knowledge, any such Subsidiary to issue any equity interests, any such convertible or exchangeable securities or obligation, or any such warrants, rights or options; the Prospectus. The description of the Company’s stock option incentive, bonus and other stock share plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, General 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 Time of the Disclosure Package Sale Document and the Prospectus Final Offering Memorandum (other than for subsequent issuances, if any, pursuant to employee benefit plans described in each the Time of Sale Document, upon the Disclosure Package and vesting of outstanding restricted stock units described in the Prospectus Time of Sale Document or upon the exercise of outstanding options or warrants described in the Disclosure Package and Prospectus, as the case may beTime of Sale Document). The Ordinary Shares conform, and, when issued and delivered as provided in this Agreement, capital stock of the Offered Securities will conform, Company (including the Conversion Shares) conform in all material respects to the description thereof contained in each the Time of the Disclosure Package and ProspectusSale Document. 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 federal and state securities laws. None of the outstanding Ordinary Shares were capital stock of the Company 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 Time of Sale Document and the ProspectusFinal Offering Memorandum. The description of the Company’s equity incentive, stock option bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Disclosure Package Time of Sale Document and the Prospectus Final Offering Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights. No further approval All grants of options, restricted stock units, warrants and other rights to purchase or authorization exchange or settle into, any securities for shares of the Company’s capital stock have been duly authorized and validly issued, conform in all material respects to the description thereof contained in the Time of Sale Document and were issued in compliance in all material respects with federal and state securities laws. All of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company have been duly authorized and validly issued, are fully paid and nonassessable and are owned by the Company, directly or through subsidiaries, free and clear of any shareholdersecurity interest, mortgage, pledge, lien, encumbrance or adverse claim, except for such liens, encumbrances, equities or claims (i) disclosed in the Time of Sale Document and the Final Offering Memorandum or (ii) as would not, in the aggregate, reasonably be expected to result in a Material Adverse Change. The maximum number of shares of Conversion Shares issuable upon conversion of the Securities (assuming full physical settlement of the Securities upon conversion and the maximum conversion rate under any “make whole” adjustment applies) have been duly authorized and reserved for issuance upon the conversion of the Securities 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, will conform in all material respects to the description thereof contained in the Time of Sale Document, will be issued in compliance in all material respects with federal and state securities laws and will be free of statutory and contractual preemptive rights, rights of first refusal and similar rights. All grants of options to acquire capital stock of the Company (each, a “Company Stock Option”) were 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, 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. Except as described in the Time of Sale Document and the Final Offering Memorandum, the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date of the Final Offering Memorandum, 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 equity incentive plans or other employee compensation plans or pursuant to outstanding options, restricted stock units, rights or warrants.

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, (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, at the respective time of their issuance were free and clear of any security interest, mortgage, pledge, lien, encumbrance or adverse claim, have been issued in compliance with all applicable lawslaws and the constitution of the Company, and are not subject to any restrictions on voting, pre-emptive or similar rights or transfer restrictions or liens thereunder. 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 shares, capital stock or ownership interests, 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 share or stock option option, share or stock bonus and other share or 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 Except as disclosed in the Time of any shareholderSale Prospectus, the Board of Directors Company has not sold, issued or others is required for distributed any Shares during the issuance and sale of six-month period preceding the Offered date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities and the Underlying Shares. Except as set forth in the Disclosure Package and the ProspectusAct, there are no shareholders agreementsother than shares issued pursuant to employee benefit plans, voting agreements stock option 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 Companyrestricted stock units, between rights or among any of the Company’s shareholderswarrants.

Capitalization and Other Capital Stock Matters. The Upon the completion of the Offering and the events set forth in the Prospectus under the caption "Certain Relationships and Related Transactions -- Recapitalization and Corporate Structure", the authorized, issued and outstanding capital stock of the Company is will be as set forth in each of the Disclosure Package and the Prospectus under the "As Adjusted" column under the caption "Capitalization" (other than for subsequent issuances, if any, pursuant to employee benefit or incentive 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 the Prospectus. Upon the completion of the Disclosure Package Offering and Prospectus. All the events set forth in the Prospectus under the caption "Certain Relationships and Related Transactions -- Recapitalization and Corporate Structure", all of the issued and outstanding Ordinary Shares shares of Common Stock will have been duly authorized and validly issued, are will be fully paid and non-assessable nonassessable and will have been issued in compliance with applicable federal and state securities laws. None Upon the completion of the Offering and the events set forth in the Prospectus under the caption "Certain Relationships and Related Transactions -- Recapitalization and Corporate Structure", none of the outstanding Ordinary Shares were shares of Common Stock 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 its subsidiaries other than those described in the Disclosure Package and the Prospectus. The description of the Company’s 's stock option option, stock bonus and other stock employee 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 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 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 authorized shares of beneficial interest of the Company is as set forth in each the Registration Statement, the General Disclosure Package and the 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 under the caption “Capitalization” (other than except for subsequent issuances, if any, pursuant to this Agreement, pursuant to reservations, agreements or employee benefit plans described referred to in each of the Registration Statement, the General Disclosure Package and the Prospectus or upon pursuant to the exercise of outstanding convertible or exchangeable securities, Units or options or warrants described referred to in the Registration Statement, the General 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, (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 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 laws. None none of the outstanding Ordinary Shares shares of beneficial interest 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 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 The Operating Partnership has not issued any equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company interests other than those the Units described in the Registration Statement, the General 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 Except as disclosed 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 shareholderRegistration Statement, 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 General Disclosure Package and the Prospectus, there are no shareholders agreements, voting agreements or (i) other similar agreements than with respect to the Company’s Ordinary Shares to which Units disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no shares of beneficial interest of the Company is a party orare reserved for any purpose, to (ii) except for the knowledge Units, there are no outstanding securities convertible into or exchangeable for any shares of beneficial interest of the Company, between and (iii) there are no outstanding options, rights (preemptive or among otherwise) or warrants to purchase or subscribe for shares of beneficial interest or any other securities of the Company. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (i) no Units are reserved for any purpose, (ii) there are no outstanding securities convertible into or exchangeable for any Units, and (iii) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for Units or any other securities of the Operating Partnership. Except (i) as described in the Registration Statement, the General Disclosure Package and the Prospectus, (ii) pursuant to the Company’s shareholdersequity compensation plans, or (iii) for unregistered sales, issuances or distributions of Common Shares or Units that would not be required to be disclosed under Item 3.02 of Form 8-K, the Company has not sold or issued any Common Shares nor has the Operating Partnership sold or issued any Units during the one-year period preceding the Applicable Time. The form of certificate for the Shares complies in all material respects with all applicable requirements of the Maryland REIT Law and the rules of the New York Stock Exchange (“NYSE”). All options to purchase the Company’s Common Shares granted by the Company to its trustees, 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 on the applicable date such grant was by its terms to be effective.

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 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 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 or any of its subsidiaries 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 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 authorizedAt September 8, issued 2007, on an actual basis, and outstanding capital stock on an adjusted basis after giving pro forma effect to the acquisition of Pathmark and the Company is as set forth other adjustments identified in each of the Disclosure Package and the Prospectus and the issuance and delivery of the Shares pursuant hereto, the Company would have had an authorized and outstanding capitalization as set forth in the Disclosure Package and the Prospectus under the caption “Capitalization” (other than for subsequent issuancesissuances of capital stock, 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 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. There Except for the Notes, 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 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 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.