TRUST SHALL DELIVER TO EACH PURCHASER ONE OR MORE
CERTIFICATES EVIDENCING THE PRIVATE PLACEMENT COMMON SHARES, REGISTERED IN SUCH
PURCHASER'S OR ITS DESIGNEE'S NAME, UPON THE PAYMENT OF THE PURCHASE PRICE
APPLICABLE TO SUCH PURCHASER IN IMMEDIATELY AVAILABLE FUNDS BY WIRE TRANSFER TO
AN ACCOUNT DESIGNATED BY THE TRUST.
3.
REPRESENTATIONS AND WARRANTIES OF THE TRUST.
IN CONNECTION WITH
THE ISSUANCE AND SALE OF THE PRIVATE PLACEMENT COMMON SHARES, THE TRUST HEREBY
REPRESENTS AND WARRANTS TO EACH PURCHASER THE FOLLOWING:
3.1
THE TRUST (A) HAS BEEN DULY ORGANIZED AND IS VALIDLY EXISTING AS A
REAL ESTATE INVESTMENT TRUST IN GOOD STANDING WITH THE STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION OF MARYLAND AND (B) HAS THE REAL ESTATE INVESTMENT
TRUST POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT, THE REGISTRATION RIGHTS
AGREEMENT (AS DEFINED BELOW) AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY AND IN THE REGISTRATION STATEMENT AND TO OWN OR LEASE AND
OPERATE ITS ASSETS AND CARRY ON ITS BUSINESS AS DESCRIBED IN THE REGISTRATION
STATEMENT.
THE AUTHORIZED CAPITALIZATION OF THE TRUST IS AS IS SET FORTH IN THE
REGISTRATION STATEMENT.
3.2
ALL REAL ESTATE INVESTMENT TRUST ACTION NECESSARY TO BE TAKEN BY
THE TRUST TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
AND THE REGISTRATION RIGHTS AGREEMENT AND TO CONSUMMATE THE IPO AND ALL OTHER
AGREEMENTS AND INSTRUMENTS DELIVERED BY THE TRUST IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY HAS BEEN DULY AND VALIDLY TAKEN.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE TRUST.
THIS
AGREEMENT CONSTITUTES, AND THE REGISTRATION RIGHTS AGREEMENT, UPON EXECUTION AND
DELIVERY THEREOF, WILL CONSTITUTE, THE VALID, BINDING AND ENFORCEABLE
OBLIGATIONS OF THE TRUST, ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND BY GENERAL PRINCIPLES OF EQUITY.
NEITHER THE ISSUANCE AND SALE BY THE TRUST
OF THE PRIVATE PLACEMENT COMMON SHARES NOR THE CONSUMMATION OF THE IPO CONFLICTS
WITH THE DECLARATION OF TRUST OR BYLAWS OF THE TRUST OR ANY MATERIAL CONTRACT BY
WHICH THE TRUST OR ANY OF ITS SUBSIDIARIES' RESPECTIVE PROPERTY IS BOUND, OR ANY
FEDERAL OR STATE LAWS OR REGULATIONS OR DECREE, RULING OR JUDGMENT OF ANY UNITED
STATES OR STATE COURT APPLICABLE TO THE TRUST OR ITS PROPERTY.
3.3
THE PRIVATE PLACEMENT COMMON SHARES HAVE BEEN DULY AND VALIDLY
AUTHORIZED AND UPON ISSUANCE IN ACCORDANCE WITH, AND PAYMENT PURSUANT TO, THE
TERMS HEREOF, (A) THE PRIVATE PLACEMENT COMMON SHARES WILL BE FULLY PAID AND NON
ASSESSABLE AND (B) EACH PURCHASER WILL HAVE GOOD TITLE TO ITS PRIVATE PLACEMENT
COMMON SHARES, FREE AND CLEAR OF ALL LIENS, CLAIMS AND ENCUMBRANCES OF ANY KIND,
OTHER THAN TRANSFER RESTRICTIONS HEREUNDER AND UNDER OTHER AGREEMENTS
CONTEMPLATED HEREBY.
3.4
NO CONSENT, APPROVAL, AUTHORIZATION OR ORDER OF, OR REGISTRATION,
QUALIFICATION OR FILING WITH, ANY GOVERNMENTAL ENTITY OR ANY OTHER THIRD PARTY
IS
2
REQUIRED TO BE OBTAINED OR MADE BY THE TRUST FOR THE EXECUTION, DELIVERY OR
PERFORMANCE