AGREEMENT AND PLAN OF MERGER among INDEPENDENCE REALTY TRUST, INC., INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, IRSTAR SUB, LLC, STEADFAST APARTMENT REIT, INC. and STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P. Dated as of July 26, 2021

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

among

INDEPENDENCE REALTY TRUST, INC.,

INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP,

IRSTAR SUB, LLC,

STEADFAST APARTMENT REIT, INC.

and

STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.

Dated as of July 26, 2021

TABLE OF CONTENTS

Page
ARTICLE I THE MERGER.................................................................................................						2
			1.01 The Merger.....................................................................................................			2
			1.02 Legal Effects of the Merger............................................................................			3
			1.03 Closing...........................................................................................................			3
			1.04 Effective Time.................................................................................................			3
			1.05 Effect of the Merger on the Organizational Documents of the Surviving
			Company and Parent OP................................................................................			4
			1.06 Effect of the Merger on Directors and Officers..............................................			4
ARTICLE II EFFECTS OF THE MERGER ON SHARES AND INTERESTS.................						5
			2.01 Effects of the Company Merger on Company Common Stock.....................			5
			2.02 Effects of the Partnership Merger..................................................................			6
			2.03 Exchange of Shares and Units.......................................................................			7
			2.04 Withholding Rights........................................................................................			10
			2.05 Treatment of Company Restricted Stock.......................................................			11
			2.06 Further Action................................................................................................			11
			2.07 Dissenters’ Rights..........................................................................................			11
			2.08 Fractional Shares............................................................................................			11
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
			THE COMPANY OP.................................................................................................			12
			3.01 Organization, Standing and Power................................................................			12
			3.02 Capital Structure............................................................................................			13
			3.03 Authority; Execution and Delivery; Enforceability.......................................			15
			3.04 No Conflicts; Consents..................................................................................			16
			3.05 SEC Documents; Financial Statements; Undisclosed Liabilities..................			17
			3.06 Information Supplied.....................................................................................			18
			3.07 Absence of Certain Changes or Events..........................................................			19
			3.08 Taxes..............................................................................................................			19
			3.09 Labor and Employee Relations......................................................................			22
			3.10 Employee Benefits.........................................................................................			25
			3.11 Litigation........................................................................................................			27
			3.12 Compliance with Applicable Laws................................................................			27
			3.13 Environmental Matters..................................................................................			27
			3.14 Property..........................................................................................................			28
			3.15 Intellectual Property.......................................................................................			31
			3.16 Contracts........................................................................................................			32
			3.17 Insurance........................................................................................................			33
			3.18 Interested Party Transactions.........................................................................			33
			3.19 Vote Required................................................................................................			34
			3.20 Brokers...........................................................................................................			34
			3.21 Opinion of Financial Advisor........................................................................			34
			3.22 Takeover Statutes...........................................................................................			34

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TABLE OF CONTENTS

(continued)

Page
			3.23 Investment Company Act..............................................................................			34
			3.24 Dissenters’ Rights...........................................................................................			34
			3.25 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act............................................			35
			3.26 No Other Representations and Warranties.....................................................			35
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, PARENT OP
			AND MERGER SUB.................................................................................................			35
			4.01 Organization, Standing and Power.................................................................			35
			4.02 Capital Structure............................................................................................			37
			4.03 Authority; Execution and Delivery; Enforceability.......................................			38
			4.04 No Conflicts; Consents..................................................................................			39
			4.05 SEC Documents; Financial Statements; Undisclosed Liabilities...................			39
			4.06 Information Supplied.....................................................................................			41
			4.07 Absence of Certain Changes or Events..........................................................			42
			4.08 Taxes..............................................................................................................			42
			4.09    Labor Relations...............................................................................................			45
			4.10    Employer Benefits..........................................................................................			47
			4.11 Litigation........................................................................................................			49
			4.12 Compliance with Applicable Laws................................................................			49
			4.13 Environmental Matters...................................................................................			49
			4.14 Property..........................................................................................................			50
			4.15 Intellectual Property.......................................................................................			53
			4.16 Contracts........................................................................................................			53
			4.17 Insurance........................................................................................................			55
			4.18 Interested Party Transactions.........................................................................			55
			4.19 Vote Required................................................................................................			55
			4.20 Brokers...........................................................................................................			55
			4.21 Opinion of Financial Advisor........................................................................			56
			4.22 Takeover Statutes...........................................................................................			56
			4.23 Investment Company Act...............................................................................			56
			4.24 Dissenters’ Rights..........................................................................................			56
			4.25 Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act............................................			56
			4.26 No Other Representations and Warranties.....................................................			56
ARTICLE V COVENANTS RELATING TO CONDUCT OF BUSINESS.......................						57
			5.01 Conduct of Business by the Company...........................................................			57
			5.02 Conduct of Business by Parent, Parent OP and Merger Sub.........................			61
			5.03 Company No Solicitation...............................................................................			66
			5.04 Parent No Solicitation....................................................................................			69
ARTICLE VI ADDITIONAL AGREEMENTS						73
			6.01 Preparation of Form S-4 and Joint Proxy Statement; Stockholder
			Approvals......................................................................................................			73

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TABLE OF CONTENTS

(continued)

Page
			6.02 Access to Information; Confidentiality..........................................................			75
			6.03 Reasonable Best Efforts; Notification............................................................			76
			6.04 Employment of Company Personnel; Benefit Plans......................................			79
			6.05 Indemnification..............................................................................................			82
			6.06 Rule 16b-3 Matters.........................................................................................			83
			6.07 Public Announcements..................................................................................			84
			6.08 Transfer Taxes................................................................................................			84
			6.09 Stockholder Litigation....................................................................................			84
			6.10 Offering.........................................................................................................			85
			6.11 Certain Tax Matters.......................................................................................			85
			6.12 Coordination of Pre-Closing Dividends.........................................................			86
			6.13 Financing Cooperation...................................................................................			87
			6.14 Distribution Reinvestment Plan and Share Repurchase Plan.........................			88
			6.15. Corrective Deed.............................................................................................			88
ARTICLE VII CONDITIONS PRECEDENT......................................................................						88
			7.01 Conditions to Each Party’s Obligation to Effect the Merger.........................			88
			7.02 Additional Conditions to Obligations of Parent and Parent OP.....................			88
			7.03 Additional Conditions to Obligations of the Company and the Company
			OP...................................................................................................................			90
ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER...................................						92
			8.01 Termination....................................................................................................			92
			8.02 Effect of Termination.....................................................................................			93
			8.03 Fees and Expenses.........................................................................................			94
			8.04 Amendment....................................................................................................			97
			8.05 Extension; Waiver..........................................................................................			97
			8.06 Procedure for Termination, Amendment, Extension or Waiver....................			98
ARTICLE IX GENERAL PROVISIONS.............................................................................						98
			9.01 Nonsurvival of Representations and Warranties............................................			98
			9.02 Notices...........................................................................................................			98
			9.03 Definitions......................................................................................................			99
			9.04 Interpretation; Exhibits and Disclosure Letters..............................................			109
			9.05 Severability....................................................................................................			110
			9.06 Counterparts...................................................................................................			110
			9.07 Entire Agreement; No Third Party Beneficiaries...........................................			110
			9.08 Governing Law..............................................................................................			111
			9.09 Jurisdiction; Venue........................................................................................			111
			9.10 WAIVER OF JURY TRIAL..........................................................................			111
			9.11 Assignment.....................................................................................................			112
			9.12 Consents and Approvals.................................................................................			112
			9.13 Enforcement...................................................................................................			112

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July
26, 2021, is made by and among Independence Realty Trust, Inc., a Maryland corporation
(“Parent”), Independence Realty Operating Partnership, LP, a Delaware limited partnership
(“Parent OP”), IRSTAR Sub, LLC, a Maryland limited liability company and direct wholly
owned Subsidiary of Parent (“Merger Sub”), Steadfast Apartment REIT, Inc., a Maryland
corporation (the “Company”), and Steadfast Apartment REIT Operating Partnership, L.P., a
Delaware limited partnership (the “Company OP”).

WHEREAS, the parties wish to effect a business combination involving (a) first, a
merger of the Company with and into Merger Sub (the “Company Merger”) on the terms and
subject to the conditions set forth in this Agreement and in accordance with the Maryland
General Corporation Law (the “MGCL”) and the Maryland Limited Liability Company Act (the
“MLLCA”); and (b) immediately following the Company Merger, a merger of the Company OP
into Parent OP (the “Partnership Merger”) on the terms and subject to the conditions set forth in
this Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act
(“DRULPA”) (the Company Merger and the Partnership Merger collectively shall be referred to
herein as the “Merger”);

WHEREAS, for U.S. federal income tax purposes, it is intended that the Company
Merger shall qualify as a “reorganization” under, and within the meaning of, Section 368(a) of
the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and this Agreement is
intended to be and is adopted as a “plan of reorganization” for the Company Merger for purposes
of Sections 354 and 361 of the Code;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Partnership
Merger, regardless of form, shall be treated as an “asset-over” form of merger governed by
Treasury Regulations Section 1.708-1(c)(3)(i), and the partnership which is credited with the
contribution of assets having the greatest fair market value (net of liabilities) to the resulting
partnership shall be the continuing partnership, for U.S. federal income tax purposes, pursuant to
Treasury Regulations Section 1.708-1(c)(1);

WHEREAS, the board of directors of the Company (the “Company Board”) has
approved this Agreement, the Merger and the other transactions contemplated by this Agreement
(collectively with the Merger, the “Transactions”) and determined that the Merger and the other
Transactions are advisable and in the best interests of the Company;

WHEREAS, the Company Board has directed that the Company Merger be submitted
for consideration at a meeting of the Company’s stockholders and has resolved to recommend
that the Company’s stockholders vote to approve the Company Merger;

WHEREAS, the Company, as the sole general partner of the Company OP, has approved
this Agreement, the Partnership Merger and the other Transactions and declared that this
Agreement, the Partnership Merger and the other Transactions are advisable and in the best
interests of the Company OP;

WHEREAS, the board of directors of Parent (the “Parent Board”) has approved this
Agreement, the Merger and the other Transactions and determined that the Merger and the other
Transactions are advisable and in the best interests of Parent;

WHEREAS, the Parent Board has directed that the issuance of Parent Common Stock in
the Company Merger (including Parent Common Stock issuable upon redemption of Parent OP
Common Units issued in the Partnership Merger) be submitted for consideration at a meeting of
Parent’s stockholders and has resolved to recommend that Parent’s stockholders vote to approve
the issuance of Parent Common Stock in the Company Merger (including Parent Common Stock
issuable upon redemption of Parent OP Common Units issued in the Partnership Merger) as
contemplated by this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an
inducement of each of Parent’s and the Company’s willingness to enter into this Agreement, the
Company’s chief financial officer is entering into an amendment to her employment agreement
with the Company, effective upon the consummation of the Merger, to reflect the Merger and its
effects on her position and role;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as an
inducement of Parent’s willingness to enter into this Agreement, Xx. Xxxxxx X. Xxxxx is
entering into a lock-up agreement with Parent substantially in the form attached hereto as Exhibit
A;

WHEREAS, Parent, as the sole member of Merger Sub, has approved this Agreement,
the Company Merger and the other Transactions and declared that this Agreement, the Company
Merger and the other Transactions are advisable and in the best interests of Merger Sub; and

WHEREAS, Parent, as the sole general partner of Parent OP, has approved this
Agreement, the Partnership Merger and the other Transactions and declared that this Agreement,
the Partnership Merger and the other Transactions are advisable and in the best interests of
Parent OP.

NOW, THEREFORE, the parties hereto agree as follows (capitalized terms shall have
the meanings ascribed to such terms in Section 9.03 hereof or as otherwise ascribed to such
terms herein):

ARTICLE I
THE MERGER

1.01The Merger.

(a)Company Merger. Upon the terms and subject to the conditions set forth herein,
and in accordance with the MGCL and the MLCCA, at the Effective Time, the Company shall be
merged with and into Merger Sub, and the separate existence of the Company shall cease, and
Merger Sub will continue as the surviving company in the Company Merger (the “Surviving
Company”).

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(b)Partnership Merger. Upon the terms and subject to the conditions set forth herein,
and in accordance with the DRULPA, at the Partnership Merger Effective Time, the Company
OP shall be merged with and into Parent OP, and the separate existence of the Company OP shall
cease. For Delaware state law purposes, Parent OP will continue as the surviving company in
the Partnership Merger. For U.S. federal income tax purposes, the partnership credited with the
contribution of assets having the greatest fair market value (net of liabilities) to the resulting
partnership will be the continuing partnership in the Partnership Merger.

1.02Legal Effects of the Merger.

(a)At the Effective Time, the effect of the Company Merger shall be as provided
herein and in the applicable provisions of the MGCL and the MLLCA. Without limiting the
generality of the foregoing, and subject thereto, at the Effective Time, all property, rights,
privileges, powers and franchises of the Company shall vest in the Surviving Company, and all
debts, liabilities and duties of the Company shall become debts, liabilities and duties of the
Surviving Company.

(b)At the Partnership Merger Effective Time, the effect of the Partnership Merger
shall be as provided herein and in the applicable provisions of the DRULPA. Without limiting
the generality of the foregoing, and subject thereto, at the Partnership Merger Effective Time, all
property, rights, privileges, powers and franchise of the Company OP shall vest in Parent OP,
and all debts, liabilities and duties of the Company OP shall become debts, liabilities and duties
of Parent OP.

1.03Closing. The closing of the Merger (the “Closing”) shall take place at the offices
of Xxxxxxxx & Xxxxxxxx, LLP, 0000 Xxxxx Xxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx. at 9:29 a.m.
Eastern time on the second Business Day after the satisfaction or waiver of the conditions set
forth in Article VII (other than those conditions that by their nature are to be satisfied at the
Closing), or at such other place, date and time as the Company and Parent may agree in writing.
The date on which the Closing occurs is sometimes referred to herein as the “Closing Date”.

1.04Effective Time.

(a)On the Closing Date, prior to the Partnership Merger Effective Time, in order to
effectuate the Company Merger, the applicable parties hereto shall duly file (i) articles of merger
with respect to the Company Merger in a form that complies with the MGCL and the MLLCA
(the “Articles of Merger”) with the State Department of Assessments and Taxation of Maryland
(the “SDAT”) in accordance with the relevant provisions of the MGCL and the MLLCA. The
parties shall make all other filings or recordings required under the MGCL and the MLLCA.
The Company Merger shall become effective upon the Articles of Merger being duly filed with
and accepted for record by the SDAT, or such later time specified in the Articles of Merger not
exceeding 30 days from the date of acceptance for record of the Articles of Merger, and the
parties will take such actions as are necessary to have the Company Merger effective at 9:29 a.m.
Eastern time on the Closing Date (the “Effective Time”).

(b)On the Closing Date, as promptly as practicable following the Effective Time, in
order to effectuate the Partnership Merger, the applicable parties hereto shall duly file a

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certificate of merger with respect to the Partnership Merger in a form that complies with the
DRULPA (the “Partnership Certificate of Merger”) with the Delaware Secretary of State (the
“SOS”) in accordance with the relevant provisions of the DRULPA. The parties shall make all
other filings or recordings required under the DRULPA. The Partnership Merger shall become
effective upon the Partnership Certificate of Merger being duly filed in the office of the SOS (the
“Partnership Merger Effective Time”), it being understood and agreed that the applicable parties
shall cause the Effective Time to occur on the Closing Date prior to the Partnership Merger
Effective Time.

1.05Effect of the Merger on the Organizational Documents of the Surviving Company
and Parent OP.

(a)Unless otherwise determined by Parent and the Company prior to the Effective
Time, without any further action on the part of Parent and the Company or their respective
Affiliates, at the Effective Time:

(i)the articles of organization of Merger Sub as in effect immediately prior to
the Effective Time shall be the articles of organization of the Surviving Company, until
thereafter amended as provided by the MLLCA or the articles of organization of the Surviving
Company; and

(ii)the operating agreement of Merger Sub as in effect immediately prior to
the Effective Time shall be the operating agreement of the Surviving Company, until thereafter
amended as provided by the MLLCA or the operating agreement of the Surviving Company.

(b)At the Partnership Merger Effective Time, without any further action on the part
of the parties hereof, the certificate of limited partnership of Parent OP as in effect immediately
prior to the Partnership Merger Effective Time shall be the certificate of limited partnership of
Parent OP, until thereafter amended as provided by the DRULPA or the Parent A&R OP
Agreement, as may be reasonably amended by the Company and Parent.

1.06Effect of the Merger on Directors and Officers. Unless otherwise determined by
Parent and the Company prior to the Effective Time, the applicable parties hereto shall take all
necessary action to:

(a)cause the officers of Parent to be as set forth in Section 1.06(a) of the Company
Disclosure Letter, effective as of the Effective Time, until their respective successors are duly
appointed and qualified or their earlier death, resignation or removal in accordance with the
Parent A&R OP Agreement; and

(b)cause (i) the Parent Board as of the Effective Time to consist of ten (10) members,
comprised of (A) Xxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X. XxXxxxx, XxXxxxxx Xxxxx
Xxxxxxx Xx. and Xxxx Xxxxxxxxxx (the “Parent Designees”) and (B) Xxxx X. Xxxxxxx, Xxx Xxxxx
del Rio, Xxxxxx X. Xxxxxxx, Xxx X. Xxxxxx and Xxxxxxx X. Xxxxx (the “Company Designees”),
(ii) Xxxxx X. Xxxxxxxxx to continue in his role as Chairman of the Parent Board, and (iii) Xxxxxxx
X. XxXxxxx to continue in her role as the lead independent director of the Parent Board. In the
event that (A) any Company Designee is unable or unwilling to serve, for any reason, as a
director on the Parent Board at the Effective Time, the Company shall have the right to designate

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another individual who is then serving as a member of the Company Board to become a
Company Designee in place of such unavailable Company Designee, provided that such
replacement director shall be reasonably acceptable to Parent, and (B) any Parent Designee is
unable or unwilling to serve, for any reason, as a director on the Parent Board at the Effective
Time, Parent shall have the right to designate another individual who is then serving as a
member of the Parent Board to become a Parent Designee in place of such unavailable Parent
Designee, provided that such replacement director shall be reasonably acceptable to the
Company.

1.07    Income Tax Treatment of Mergers. The parties intend that, for U.S. federal
income tax purposes (and, where applicable, state and local income tax purposes): (a) the
Company Merger shall qualify as a “reorganization” within the meaning of Section 368(a) of the
Code, and that this Agreement shall be, and is hereby adopted as, a “plan of reorganization” for
purposes of Sections 354 and 361 of the Code, and (b) the Partnership Merger shall constitute an
“assets-over” merger under Treasury Regulations Section 1.708-1(c)(3)(i), and the partnership
credited with the contribution of assets having the greatest fair market value (net of liabilities) to
the resulting partnership shall be the continuing partnership pursuant to Treasury Regulations
Section 1.708-1(c)(1). Unless otherwise required by a final determination within the meaning of
Section 1313(a) of the Code (or a similar determination under applicable state or local Law), all
parties shall file all U.S. federal, state and local Tax Returns in a manner consistent with the
intended income tax treatment described in this Section 1.07, and no party shall take a position
inconsistent with such treatment.

ARTICLE II
EFFECTS OF THE MERGER ON SHARES AND INTERESTS

2.01Effects of the Company Merger on Company Common Stock. Upon the terms
and subject to the conditions set forth herein, at the Effective Time, by virtue of the Company
Merger and without any action on the part of any party hereto, the holders of Company Common
Stock, or any other Person:

(a)Conversion of Company Common Stock.

(i)Each membership interest of Merger Sub issued and outstanding
immediately prior to the Effective Time shall remain outstanding and be unaffected by the
Company Merger;

(ii)Each share of common stock of the Company, par value $0.01 per share
(the “Company Common Stock” and each share of Company Common Stock, a “Share”),
outstanding immediately prior to the Effective Time, other than any Cancelled Shares (as
hereinafter defined), shall be automatically converted into the right to receive a number of shares
of Parent Common Stock equal to the Exchange Ratio (the “Share Merger Consideration”);
provided, however, that each Share that constitutes a share of Company Restricted Stock (as
defined in Section 2.05) that does not otherwise accelerate vesting at the Effective Time shall be
subject to the restrictions applicable thereto in accordance with Section 2.05; and

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(iii)Each Share that has been converted into the right to receive the Share
Merger Consideration as provided in this Section 2.01(a) shall cease to exist, and the Persons
holding Shares immediately prior to the Effective Time shall cease to have any rights with
respect to the Shares other than the right to receive, for each Share, the Share Merger
Consideration, without interest, with the Share Merger Consideration in respect of shares of
Company Restricted Stock subject to the restrictions applicable thereto in accordance with
Section 2.05.

(b)Treatment of Company and Parent-Owned Shares. Each Share that is owned by
Parent or any wholly-owned Subsidiary of Parent or by any wholly-owned subsidiary of the
Company (in each case, other than Shares held on behalf of third parties) as of immediately prior
to the Effective Time (collectively, the “Cancelled Shares”) shall be cancelled and shall cease to
exist, and no consideration shall be delivered in respect of such Cancelled Shares.

(c)Adjustments. In the event of any stock split, reverse stock split, stock dividend
(including any dividend or other distribution of securities convertible into capital stock),
reorganization, reclassification, combination, recapitalization or other like change with respect to
the outstanding Shares occurring after the date of this Agreement and prior to the Effective Time,
all references herein to specified numbers of shares of any class or series affected thereby, and
all calculations provided for that are based upon numbers of shares of any class or series (or
trading prices therefor) affected thereby, including the Share Merger Consideration, shall be
equitably adjusted to the extent necessary to provide the parties the same economic effect as
contemplated by this Agreement prior to such stock split, reverse stock split, stock dividend,
reorganization, reclassification, combination, recapitalization or other like change.

2.02Effects of the Partnership Merger. Upon the terms and subject to the conditions
set forth herein, at the Partnership Merger Effective Time, by virtue of the Partnership Merger
and without any action on the part of any party hereto, the holders of any Company OP Units or
any other Person:

(a)Treatment of Parent OP Common Units and Company OP Units.

(i)Each Parent OP Common Unit issued and outstanding immediately prior
to the Partnership Merger Effect Time shall remain issued and outstanding;

(ii)Each Company Class A OP Unit issued and outstanding immediately prior
to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class A OP
Unit Merger Consideration”). For the avoidance of doubt, the aggregate number of Parent OP
Common Units into which the Company Class A OP Units shall be converted shall be equal to
the aggregate number of shares of Parent Common Stock into which Shares are converted at the
Effective Time in accordance with Section 2.01(a)(ii);

(iii)Each Company Class A-2 OP Unit issued and outstanding immediately
prior to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class A-2 OP
Unit Merger Consideration”);

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(iv)Each Company Class B OP Unit issued and outstanding immediately prior
to the Partnership Merger Effective Time shall be automatically converted into the right to
receive a number of Parent OP Common Units equal to the Exchange Ratio (the “Class B OP
Unit Merger Consideration”, and together with the Class A OP Unit Merger Consideration and
the Class A-2 OP Unit Merger Consideration, the “Unit Merger Consideration”); and

(v)Each Company OP Unit that has been converted into the right to receive
the Unit Merger Consideration as provided in this Section 2.02(a) shall cease to exist, and the
Persons holding such Company OP Units immediately prior to the Partnership Merger Effective
Time shall cease to have any rights with respect to such Company OP Units other than the right
to receive the Unit Merger Consideration, without interest.

(b)Company OP General Partner Interest.  The general partnership interest of the
Company OP, which is owned entirely by the Company, shall be cancelled and shall cease to
exist, and no consideration shall be delivered in respect thereof; provided, however, and for the
avoidance of doubt, if and to the extent that any such general partnership interest is reflected or
contained in Company Class A OP Units, the foregoing cancellation shall not cancel any such
Company Class A OP Units or Parent OP Common Units into which such Company Class A OP
Units are converted in the Partnership Merger.

(c)Adjustments. Without limiting the other provisions of this Agreement, if at any
time during the period between the date of this Agreement and the Partnership Merger Effective
Time, Company OP should split, combine or otherwise reclassify the Company OP Units, or
make a dividend or other distribution in Company OP Units (including any dividend or other
distribution of securities convertible into Company OP Units), or engage in a reclassification,
reorganization, recapitalization or exchange or other like change, then the consideration, if any,
into which the Company OP Units is converted shall be ratably adjusted to reflect fully the effect
of any such change.

2.03Exchange of Shares and Units.

(a)Prior to the Closing Date, Parent shall enter into an agreement (in a form
reasonably acceptable to the Company, the “Paying Agent Agreement”) with a United States
bank or trust company that shall be appointed by Parent (and reasonably satisfactory to the
Company) to act as a paying agent hereunder (the “Paying Agent”) for the purpose of
exchanging Company Common Stock represented by book-entry shares (the “Book-Entry
Shares”) for Merger Consideration (including Merger Consideration subject to vesting and
forfeiture conditions as provided for in Section 2.05)).

(b)(i) (x) Prior to the Effective Time, Parent shall deposit, or shall cause to be
deposited, with the Paying Agent in trust for the benefit of the holders of Company Common
Stock (including holders of shares of Company Restricted Stock), for exchange in accordance
with this Article II, evidence of Parent Common Stock in book-entry form issuable pursuant to
Section 2.01 equal to the aggregate Share Merger Consideration (inclusive of shares of Parent
Common Stock subject to vesting and forfeiture conditions as provided for in Section 2.05, but
excluding any fractional shares) and (y) immediately available funds equal to, to the extent then
determinable, any cash payable in lieu of fractional shares pursuant to Section 2.08 (such

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evidence of Parent Common Stock, and cash amounts, collectively, the “Exchange Fund”), and
Parent shall instruct the Paying Agent to timely pay the cash in lieu of fractional shares of Parent
Common Stock, and (ii) at the Partnership Merger Effective Time, Parent OP shall reflect on its
books and records, and provide reasonable evidence thereof, the issuance of Parent OP Common
Units, including fractional Parent OP Common Units, in conversion of Company OP Units in
accordance with this Agreement.

(c)Payment Procedures.

(i)As soon as reasonably practicable (and in any event within three (3)
Business Days) after the Effective Time, to the extent not previously delivered, the Surviving
Company shall cause the Paying Agent to mail to each holder of record of Company Common
Stock, as converted into the Merger Consideration pursuant to Section 2.01, a letter of transmittal
(the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent
prior to the Effective Time. The Letter of Transmittal shall be accompanied by instructions for
use in receiving the cash in lieu of fractional shares pursuant to Section 2.08 with respect to the
Book-Entry Shares pursuant to this Article II. The Letter of Transmittal shall be in such form
and have such other provisions as Parent and the Company may agree, including any provisions
relating to the distributions to be made pursuant to the last sentence of Section 6.12(a).

(ii)Parent OP shall deliver to each holder of Company OP Units as of
immediately prior to the Partnership Merger Effective Time any agreement or additional
documents necessary to admit such holder of Company OP Units as a new limited partner of
Parent OP, on terms and conditions as reasonably agreed to by the Company and Parent, and to
record such holder as the owner of the aggregate number of Parent OP Common Units as such
holder is entitled to receive in respect of its aggregate Unit Merger Consideration pursuant to
Section 2.02(a).

(d)Subject to the terms of the Paying Agent Agreement, Parent and the Company, in
the exercise of their reasonable discretion, shall have the joint right to make all determinations,
not inconsistent with the terms of this Agreement, governing (i) the issuance and delivery in
book-entry form of shares of Parent Common Stock (including Converted Restricted Shares) that
the holders of shares of Company Common Stock (including shares of Company Restricted
Stock) are entitled to receive, respectively, in the Merger, (ii) the issuance in book-entry form of
any Parent OP Common Units that the holders of Company OP Units are entitled to receive in
the Merger and the procedures for admitting and joining former holders of Company OP Units to
the partnership agreement of Parent OP as limited partners and holders of Parent OP Common
Units, and (iii) the method of payment of cash for shares of Company Common Stock (including
shares of Company Restricted Stock) converted into the right to receive cash in lieu of fractional
shares of Parent Common Stock.

(e)Closing of Transfer Books.

(i)At the Effective Time, the stock transfer books of the Company shall be
closed, and there shall be no further registration of transfers of the Shares that were outstanding
immediately prior to the Effective Time. If, after the Effective Time, any Book-Entry Share
representing ownership of Shares is presented to the Surviving Company, Parent or the Paying

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Agent for transfer, such Book-Entry Share shall be cancelled and exchanged for the Share
Merger Consideration to which the holder of such Book-Entry Share is entitled pursuant to this
Article II.

(ii)At the Partnership Merger Effective Time, the equity transfer books of the
Company OP shall be closed, and there shall be no further registration of transfers of the
Company OP Units that were outstanding immediately prior to the Partnership Merger Effective
Time. If, after the Partnership Merger Effective Time, any book-entry units representing
ownership of Company OP Units (the “Book-Entry Units”) is presented to Parent OP, Parent or
the Paying Agent for transfer, such Book-Entry Unit shall be cancelled and exchanged for the
Unit Merger Consideration to which the holder of such Book-Entry Unit is entitled pursuant to
this Article II.

(f)Transfer of Ownership. If any cash amount payable pursuant to this Section 2.03
or Section 2.08 is to be paid to a Person other than the Person to whom Book-Entry Share in
exchange therefor is registered, it shall be a condition of the payment thereof that the Person
requesting such exchange shall have paid to Parent or any agent designated by Parent any
transfer or other Taxes required by reason of the payment of cash in any name other than that of
the registered holder of such Book-Entry Share, or established to the satisfaction of Parent or any
agent designated by Parent that such Tax has been paid or is not payable.

(g)Dividends with Respect to Parent Common Stock. No dividends or other
distributions with respect to Parent Common Stock with a record date after the Effective Time
shall be paid to the holder of any Book-Entry Share with respect to the shares of Parent Common
Stock issuable with respect to such Book-Entry Share in accordance with this Agreement, and all
such dividends and other distributions shall be paid by Parent to the Paying Agent and shall be
included in the Exchange Fund, in each case until the surrender of such Book-Entry Share in
accordance with this Agreement. Subject to applicable Laws, following surrender of any such
Book-Entry Share there shall be paid to the record holder of the shares of Parent Common Stock,
if any, issued in exchange therefor, without interest, (i) all dividends and other distributions
payable in respect of any such shares of Parent Common Stock with a record date after the
Effective Time and a payment date on or prior to the date of such surrender and not previously
paid and (ii) at the appropriate payment date, the amount of dividends or other distributions with
a record date after the Effective Time but prior to such surrender and with a payment date
subsequent to such surrender payable with respect to such shares of Parent Common Stock.

(h)Distributions with Respect to Parent OP Common Units. No distributions with
respect to Parent OP Common Units with a record date after the Partnership Merger Effective
Time shall be paid to the holder of any Book-Entry Unit with respect to Parent OP Common
Units issuable with respect to such Book-Entry Unit in accordance with this Agreement, and all
such distributions shall be paid by Parent to the Paying Agent and shall be included in the
Exchange Fund, in each case until the surrender of such Book-Entry Unit in accordance with this
Agreement. Subject to applicable Laws, following surrender of any such Book-Entry Unit there
shall be paid to the record holder of the Parent OP Common Units, if any, issued in exchange
therefor, without interest, (i) all distributions payable in respect of any such Parent OP Common
Units with a record date after the Partnership Merger Effective Time and a payment date on or
prior to the date of such surrender and not previously paid and (ii) at the appropriate payment

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date, the amount of dividends or other distributions with a record date after the Partnership
Merger Effective Time but prior to such surrender and with a payment date subsequent to such
surrender payable with respect to such Parent OP Common Units.

(i)Termination of Exchange Fund. Any portion of the Exchange Fund (including
the proceeds of any investments thereof) that remains undistributed to the former holders of
Company Common Stock for one year after the Effective Time shall be delivered to Parent upon
demand, and any former holders of Company Common Stock who have not surrendered their
Book-Entry Shares in accordance with this Section 2.03 shall thereafter look only to Parent for
payment of their claim for the Merger Consideration (including any cash in lieu of fractional
shares, and any applicable dividends or other distributions with respect to Parent Common
Stock), without any interest thereon, upon due surrender of their Company Common Stock.

(j)No Liability. Notwithstanding anything to the contrary contained in this
Section 2.03, no party hereto shall be liable to any Person for any amount properly paid to a
public official pursuant to any applicable abandoned property, escheat or similar applicable Law.

(k)Investment of Exchange Fund. The Paying Agent shall invest all cash included in
the Exchange Fund as reasonably directed by Parent; provided that any investment of such cash
shall be limited to direct short-term obligations of, or short-term obligations fully guaranteed as
to principal and interest by, the United States government or in commercial paper obligations
rated A-1 or P1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation,
to the extent such investments are REIT qualifying assets. Any interest and other income
resulting from such investments shall become a part of the Exchange Fund, and any amounts in
excess of the aggregate amount payable pursuant to this Article II shall be paid to the Surviving
Company. Notwithstanding anything to the contrary contained herein, no investment losses
resulting from investment of the Exchange Fund shall diminish the rights of any holder of Book-
Entry Shares to receive the Merger Consideration as provided herein. To the extent that there are
any losses with respect to any investments of the Exchange Fund, or the Exchange Fund
diminishes for any reason below the level required for the Paying Agent promptly to pay the
Merger Consideration to all holders of Book-Entry Shares entitled thereto, Parent shall, or shall
cause the Surviving Company to, promptly replace or restore the cash in the Exchange Fund so
as to ensure that the Exchange Fund is at all times maintained at a level sufficient for the Paying
Agent to make such payments.

2.04Withholding Rights. Each of Parent, Parent OP, the Surviving Company and the
Paying Agent shall be entitled to deduct and withhold from any payments pursuant to this
Agreement to any holder of any Shares or Company OP Units such amounts as Parent, Parent
OP, the Surviving Company or the Paying Agent is required to deduct and withhold with respect
to any such payments under the Code, or any applicable provision of state, local, provincial or
foreign Tax law. To the extent that amounts are so withheld and paid over to the appropriate
Governmental Entity (as hereinafter defined) on a timely basis by Parent, Parent OP, the
Surviving Company or the Paying Agent, such withheld amounts shall be treated for all purposes
of this Agreement as having been paid to the Person in respect of which such deduction and
withholding was made.

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2.05Treatment of Company Restricted Stock. At the Effective Time, without any
further action by the parties hereto, each share of Company Common Stock outstanding
immediately prior to the Effective Time that is subject to vesting or other forfeiture
conditions(such shares, the “Company Restricted Stock”) shall be converted into an award with
respect to a number of shares of Parent Common Stock (rounded up or down to the nearest
whole share) equal to the product of (x) the number of shares of Company Common Stock
subject to such Company Restricted Stock award and (y) the Exchange Ratio (“Converted
Restricted Shares”), and such award of Parent Common Stock will be subject to the same terms
and conditions (including, without limitation, the same vesting conditions and vesting
accelerators) as were applicable to such Company Restricted Stock award immediately prior to
the Effective Time. Notwithstanding the foregoing, with respect to any Company Restricted
Stock held by a grantee who is a non-employee member of the Company Board immediately
prior to the Effective Time and who does not become a member of the Parent Board at the
Effective Time, such Company Restricted Stock will vest upon the Effective Time and therefore
any Converted Restricted Shares issued in respect thereof will be fully vested and non-
forfeitable.

2.06Further Action.

(a)If, at any time after the Effective Time, any further action is determined by Parent
or the Surviving Company to be necessary or desirable to carry out the purposes of this
Agreement or to vest the Surviving Company with full right, title and possession of and to all
rights and property of Merger Sub and/or the Company, then the officers and directors of the
Surviving Company and Parent shall be fully authorized (in the name of Merger Sub, in the
name of the Company and otherwise, as the case may be) to take and shall take such action.

(b)If, at any time after the Partnership Merger Effective Time, any further action is
determined by Parent or Parent OP to be necessary or desirable to carry out the purposes of this
Agreement or to vest Parent OP with full right, title and possession of and to all rights and
property of Parent OP and/or Company OP, then Parent, directly and as the general partner of
Parent OP, shall be fully authorized (in the name of Parent OP, in the name of the Company OP
and otherwise, as the case may be) to take and shall take such action.

2.07Dissenters’ Rights. No dissenters’ or appraisal rights shall be available with
respect to the Company Merger, the Partnership Merger and the other Transactions.

2.08Fractional Shares. No book-entry representing fractional shares of Parent
Common Stock shall be made with respect to Book-Entry Shares or otherwise, and such
fractional interests shall not entitle the owner thereof to voting rights or to any other rights of a
stockholder of Parent. Notwithstanding any other provision of this Agreement, each holder of
shares of Company Common Stock converted pursuant to the Merger who would otherwise have
been entitled to receive a fraction of a share of Parent Common Stock shall receive (aggregating
for this purpose all the shares of Parent Common Stock that such holder is entitled to receive
hereunder), in lieu thereof, cash, without interest, in an amount equal to the product of (a) such
fractional part of a share of Parent Common Stock multiplied by (b) the VWAP of Parent
Common Stock. For U.S. federal and applicable state and local income tax purposes, unless
otherwise required by a “final determination” within the meaning of Section 1313(a) of the Code

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(or a similar determination under applicable state or local Law), the parties shall treat the receipt
of cash in lieu of a fractional share of Parent Common Stock as though the recipient had received
such fractional share and subsequently exchanged such fractional share for such cash in a
separately taxable transaction, but in any event the receipt of such cash shall not be treated as
consideration received in the “reorganization”.

ARTICLE III
REPRESENTATIONS AND WARRANTIES
OF THE COMPANY AND THE COMPANY OP

Except as set forth in (i) the Company SEC Documents filed with the U.S. Securities and
Exchange Commission (the “SEC”) on or after January 1, 2020 and publicly available prior to
the date of this Agreement (the “Filed Company SEC Documents”); provided that the
applicability of any such document to any representation or warranty is reasonably apparent on
its face, or (ii) the letter, dated as of the date of this Agreement, from the Company and the
Company OP to Parent and Parent OP (the “Company Disclosure Letter”), the Company and the
Company OP, jointly and severally, represent and warrant as of the date hereof (except to the
extent that a representation, warranty or the Company Disclosure Letter speaks as of another
date, in which case as of such date) to Parent and Parent OP that:

3.01Organization, Standing and Power.

(a)The Company is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of Maryland and has full corporate power and authority to
own, lease or otherwise hold and operate its properties and assets and to conduct its businesses as
presently conducted. The Company is duly qualified or licensed to do business and is in good
standing (to the extent the concept is recognized by such jurisdiction) in each jurisdiction where
the nature of its business or its ownership, leasing or operation of its properties makes such
qualification or licensing necessary, except where the failure to be so qualified or licensed or to
be in good standing, individually or in the aggregate, would not reasonably be likely to have a
Company Material Adverse Effect.

(b)The Company OP is duly formed, validly existing and in good standing under the
Laws of the State of Delaware and has full limited partnership power and authority to own, lease
or otherwise hold and operate its properties and assets and to conduct its businesses as presently
conducted. The Company OP is duly qualified or licensed to do business and is in good standing
(to the extent the concept is recognized by such jurisdiction) in each jurisdiction where the nature
of its business or its ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except where the failure to be so qualified or licensed or to be in good
standing, individually or in the aggregate, would not reasonably be likely to have a Company
Material Adverse Effect.

(c)Each Company Subsidiary (i) is duly organized, validly existing, in good standing
(to the extent the concept is recognized by such jurisdiction) under the Laws of the jurisdiction of
its organization, (ii) has all requisite corporate, partnership, limited liability company or other
company (as the case may be) power and authority to conduct its business as now being
conducted, and (iii) is duly qualified or licensed to do business and is in good standing (to the

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extent the concept is recognized by such jurisdiction) in each jurisdiction in which the nature of
its business or the ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed
or to be in good standing would not reasonably be expected to have, individually or in the
aggregate, a Company Material Adverse Effect.

(d)Section 3.01(d) of the Company Disclosure Letter sets forth a true and complete
list of the Company Subsidiaries and their respective jurisdictions of incorporation or
organization, as the case may be, the jurisdictions in which the Company and the Company
Subsidiaries are qualified or licensed to do business, and the type of and percentage of interest
held, directly or indirectly, by the Company in each Company Subsidiary, including a list of each
Company Subsidiary that is a “qualified REIT subsidiary” within the meaning of Section
856(i)(2) of the Code (each a “Qualified REIT Subsidiary”) or a “taxable REIT subsidiary”
within the meaning of Section 856(1) of the Code (each a “Taxable REIT Subsidiary”) and each
Company Subsidiary that is an entity taxable as a corporation which is neither a Qualified REIT
Subsidiary nor a Taxable REIT Subsidiary.

(e)The Company has made available to Parent (i) complete and correct copies of the
Company Articles and Company Bylaws and (ii) complete and correct copies of the
organizational documents or governing documents of each Company Subsidiary.

(f)Neither the Company nor any Company Subsidiary directly or indirectly owns
any interest or investment (whether equity or debt) in any Person (other than in the Company
Subsidiaries and investments in short-term securities).

3.02Capital Structure.

(a)The authorized capital stock of the Company consists of 999,998,000 shares of
the Company Common Stock, 1,000 shares of non-participating, non-voting convertible stock,
par value $0.01 per share (the “Company Convertible Stock”), 1,000 shares of Class A non-
participating, non-voting convertible stock, par value $0.01 per share (the “Company Class A
Convertible Stock”), and 100,000,000 shares of preferred stock, par value $0.01 per share (the
“Company Preferred Stock” and, together with the Company Common Stock, the Company
Convertible Stock and the Company Class A Convertible Stock, the “Company Capital Stock”).
At the close of business on July 23, 2021 (the “Measurement Date”), (a) 110,293,205 shares of
Company Common Stock (which includes 355,641 shares of Company Restricted Stock) were
issued and outstanding and (b) no shares of Company Convertible Stock, Company Class A
Convertible Stock or Company Preferred Stock were issued or outstanding. All issued and
outstanding shares of the Company Capital Stock are duly authorized, validly issued, fully paid
and non-assessable, and no class of Company Capital Stock is entitled to preemptive
rights. Except as set forth above, at the close of business on the Measurement Date, no shares of
capital stock or other voting securities of the Company were issued, reserved for issuance or
outstanding, except for an aggregate of 7,104,399 shares of Company Common Stock reserved
for issuance upon redemption of an aggregate of 948,785 Company Class A-2 OP Units and
6,155,614 Company Class B OP Units in accordance with the Company OP Limited Partnership
Agreement. There are no bonds, debentures, notes or other indebtedness of the Company or any
Company Subsidiary having the right to vote (or convertible into, or exchangeable for, securities

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having the right to vote) on any matters on which holders of the Company Common Stock, the
Company OP Units or the general partnership interests in the Company OP may vote (“Voting
Company Debt”). Other than as set forth on Section 3.02(a) of the Company Disclosure Letter,
at the close of business on the Measurement Date, there were no options, warrants, rights,
convertible or exchangeable securities, commitments, or undertakings of any kind to which the
Company or any Company Subsidiary was a party or by which any of them was bound (i)
obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be
issued, delivered or sold, additional shares of capital stock or other equity interests in, or any
security convertible or exercisable for or exchangeable into any capital stock of or other equity
interest in, the Company or of any Company Subsidiary or any Voting Company Debt or (ii)
obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any
such option, warrant, security, commitment or undertaking. At the close of business on the
Measurement Date, (a) the Company was the sole general partner of Company OP and, as sole
general partner of Company OP, owned the entire general partnership interest in Company OP;
(b) (i) 110,293,205 Company Class A OP Units were issued and outstanding and all of such
Company Class A OP Units were owned by the Company, (ii) 948,785 Company Class A-2 OP
Units were issued and outstanding, and (iii) 6,155,614 Company Class B OP Units were issued
and outstanding; (c) no preferred units of the Company OP were issued and outstanding; (d) no
LTIP Units (as defined in the Company OP Limited Partnership Agreement) were issued and
outstanding; and (e) no other partnership interests were issued and outstanding or issuable.
There are no partners of the Company OP or holders of Company OP Units other than as set
forth on Section 3.02(a) of the Company Disclosure Letter. Section 3.02(a) of the Company
Disclosure Letter sets forth the number of partnership units held by each partner in the Company
OP. Other than the Company Class A-2 OP Units and Company Class B OP Units owned by the
limited partners of the Company OP set forth in Section 3.02(a) of the Company Disclosure
Letter, the Company directly owns all of the issued and outstanding Company OP Units of the
Company OP, free and clear of any Liens, and all Company OP Units have been duly authorized
and validly issued and are free of preemptive rights. The Conversion Factor (as defined in the
Company OP Limited Partnership Agreement) is 1.0.

(b)Except as set forth in Section 3.02(b) of the Company Disclosure Letter, as of the
close of business on the Measurement Date, there were no (i) restricted shares, restricted share
units, stock appreciation rights, performance shares, performance share units, contingent value
rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic
benefits based, directly or indirectly, on the value or price of, any capital stock of, or other voting
securities or ownership interests in, the Company or any Company Subsidiary, (ii) voting trusts,
proxies or other similar agreements or understandings to which the Company or any Company
Subsidiary was a party or by which the Company or any Company Subsidiary was bound with
respect to the voting of any shares of Company Capital Stock or any capital stock of any
Company Subsidiary, or (iii) contractual obligations or commitments of any character to which
the Company or any Company Subsidiary was a party or by which the Company or any
Company Subsidiary was bound restricting the transfer of, or requiring the registration for sale
of, any shares of Company Capital Stock or any capital stock of any Company Subsidiary.
Neither the Company nor any Company Subsidiary has granted any preemptive rights, anti-
dilutive rights or rights of first refusal or similar rights with respect to any of its capital stock or
other equity interests.

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(c)Except as set forth in Section 3.02(c) of the Company Disclosure Letter, all of the
outstanding shares of capital stock or other equity interests of each Company Subsidiary are
owned by the Company, by another Company Subsidiary or by the Company and another
Company Subsidiary, free and clear of all pledges, liens, charges, mortgages, encumbrances and
security interests of any kind or nature whatsoever (collectively, “Liens”) and free of any
restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity
interests other than transfer and other restrictions under applicable federal and state securities
Laws.

(d)All dividends or other distributions on the shares of Company Common Stock and
any material dividends or other distributions on any securities of any Company Subsidiary which
have been authorized and declared prior to the date hereof have been paid in full (except to the
extent such dividends have been publicly announced and are not yet due and payable).

3.03Authority; Execution and Delivery; Enforceability.

(a)The Company and Company OP each has all requisite corporate or limited
partnership power and authority, as applicable, to execute and deliver this Agreement and,
subject to receipt of the Company Stockholder Approval, to consummate the Transactions. The
execution, delivery and performance by the Company and the Company OP of this Agreement
and the consummation by the Company and the Company OP of the Transactions have been duly
authorized by all necessary corporate action on the part of the Company and partnership action
on the part of Company OP, respectively, and no other corporate or partnership actions on the
part of the Company or the Company OP are necessary to authorize this Agreement, the Merger
or the other Transactions, subject to receipt of the Company Stockholder Approval. Each of the
Company and the Company OP has duly executed and delivered this Agreement, and, assuming
due authorization, execution and delivery by the other parties hereto, this Agreement constitutes
the legal, valid and binding obligation of each of the Company and the Company OP,
enforceable against each of the Company and the Company OP in accordance with its terms,
except that such enforceability may be (i) limited by bankruptcy, insolvency, reorganization,
moratorium and other similar Laws of general application relating to or affecting creditors’ rights
generally and (ii) subject to general equitable principles (whether considered in a proceeding in
equity or at law) (clauses (i) and (ii), the “Bankruptcy and Equity Exception”).

(b)The Company Board, at a meeting duly called and held, duly adopted resolutions
(i) approving and declaring advisable this Agreement, the Merger and the other Transactions,
(ii) determining that the terms of the Merger and the other Transactions are advisable and in the
best interests of the Company and (iii) recommending that the Company’s stockholders approve
the Company Merger.

(c)The Company, as the sole general partner of the Company OP, has adopted this
Agreement and approved the Partnership Merger and the other Transactions (the “Company OP
GP Approval”).

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3.04No Conflicts; Consents.

(a)Other than as set forth in Section 3.04 of the Company Disclosure Letter, the
execution and delivery by the Company and the Company OP of this Agreement do not, and the
consummation of the Merger and the other Transactions and compliance with the terms hereof
will not, assuming receipt of the Company Stockholder Approval, conflict with, or result in any
violation or breach of or default (with or without notice or lapse of time, or both) under, or give
rise to a right of, or result in, termination, cancelation or acceleration of any obligation or the loss
of a material benefit under, or result in the creation of any Lien upon any of the properties or
assets of the Company or any Company Subsidiary under, any provision of (i) the charter,
bylaws or other organizational documents of the Company, the Company OP or any Company
Subsidiary, (ii) the Company OP Limited Partnership Agreement, (iii) any written loan or credit
agreement, debenture, contract, lease, license, indenture, note, bond, mortgage, agreement,
concession, franchise or other obligation, commitment or instrument (a “Contract”), to which the
Company or any Company Subsidiary is a party or by which any of their respective properties or
assets is bound or (iv) subject to the filings and other matters referred to in Section 3.04(b), any
federal, state, local or foreign judgment, injunction, order, writ, ruling or decree (“Judgment”) or
any federal, state, local or foreign statute, law, code, ordinance, rule or regulation (“Law”)
applicable to the Company, the Company OP or any Company Subsidiary or their respective
properties or assets, other than, in the case of clauses (iii) and (iv) above, any such items that,
individually or in the aggregate, would not reasonably be likely to have a Company Material
Adverse Effect.

(b)No consent, approval, license, permit, order or authorization (“Consent”) of, or
registration, declaration or filing with, or permit from, any U.S. federal, state, local or foreign
government or any court of competent jurisdiction, administrative, regulatory or other
governmental agency, authority or commission, other governmental authority or instrumentality
or any non-governmental self-regulatory agency, authority or commission, domestic or foreign (a
“Governmental Entity”), is required to be obtained or made by or with respect to the Company or
any Company Subsidiary in connection with the execution, delivery and performance of this
Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of
(A) the Joint Proxy Statement and of the Form S-4 and the declaration of the effectiveness of the
Form S-4, and (B) such reports under Section 13 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as may be required in connection with this Agreement, the
Merger and the other Transactions, (ii) such filings as may be required under any state securities
Laws, (iii) the filing of the Articles of Merger with and acceptance for record of the Articles of
Merger by the SDAT and the filing of appropriate documents with the relevant authorities of the
other jurisdictions in which the Company is qualified to do business, (iv) the filing of the
Partnership Certificate of Merger with the SOS and appropriate documents with the relevant
authorities of the other jurisdictions in which the Company OP is qualified to do business,
(v) such filings as may be required in connection with the Taxes described in Section 6.08, and
(vi) such other items that would not reasonably be likely to, individually or in the aggregate,
have a Company Material Adverse Effect.

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3.05SEC Documents; Financial Statements; Undisclosed Liabilities.

(a)The Company has filed or furnished, as applicable, all reports, schedules, forms,
certifications, statements and other documents on a timely basis with the SEC required to be filed
or furnished, as applicable, by the Company since and including January 1, 2020 through the
date of this Agreement under the Exchange Act or the Securities Act (such documents, together
with any documents and information incorporated therein by reference and together with any
documents filed during such period by the Company with the SEC on a voluntary basis on
Current Reports on Form 8-K, the “Company SEC Documents”).

(b)As of its respective date, each Company SEC Document complied (or with
respect to Company SEC Documents filed after the date hereof, will comply) as to form in all
material respects with the requirements of the Exchange Act and the Securities Act and the rules
and regulations of the SEC promulgated thereunder applicable to such Company SEC Document,
each as in effect on the date so filed. As of their respective dates (or, if amended prior to the date
hereof, as of the date of such amendment), except to the extent revised or superseded by a later
filed Company SEC Document, none of the Company SEC Documents contained (or with
respect to Company SEC Documents filed after the date hereof, will contain) any untrue
statement of a material fact or omitted to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading.

(c)Each of the financial statements (including the related notes) of the Company
included in the Company SEC Documents complied as to form at the time it was filed in all
material respects with the applicable accounting requirements and the published rules and
regulations of the SEC with respect thereto in effect at the time of filing, was prepared in
accordance with accounting principles generally accepted in the U.S. (“GAAP”) in all material
respects (except, in the case of unaudited financial statements, as permitted by the rules and
regulations of the SEC) applied on a consistent basis during the periods involved (except as may
be indicated in the notes thereto) and fairly presented in all material respects the consolidated
financial position of the Company and its consolidated Subsidiaries as of the dates thereof and
the consolidated results of their operations and cash flows for the periods shown (subject, in the
case of unaudited financial statements, to normal year-end audit adjustments).

(d)None of the Company or any Company Subsidiary has any liabilities or
obligations of any nature (whether accrued, absolute, contingent or otherwise) except liabilities
or obligations (i) disclosed and provided for in the most recent financial statements included in
the Filed Company SEC Documents or of a nature not required by GAAP to be reflected thereon,
(ii) related to the future performance of any Contract, (iii) incurred or arising in the ordinary
course of business consistent with past practice since the date of the most recent financial
statements included in the Filed Company SEC Documents, (iv) incurred under this Agreement
or in connection with the Transactions, (v) disclosed in Section 3.05(d) of the Company
Disclosure Letter, (vi) as would not reasonably be likely to, individually or in the aggregate, have
a Company Material Adverse Effect or (vii) that will be discharged or paid in full prior to the
Closing Date.

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(e)Section 3.05(e) of the Company Disclosure Letter sets forth with respect to all
Indebtedness of the Company and the Company Subsidiaries for borrowed money outstanding on
the date hereof: (i) the amount of such indebtedness, (ii) the lender of such indebtedness, (iii) the
interest rate of such indebtedness, (iv) the maturity date of such indebtedness and (v) the
collateral securing such indebtedness.

(f)Since January 1, 2020, the Company has established and maintained a system of
internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act). Such internal controls provide reasonable assurance (i) regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP, (ii) that transactions are executed in accordance with management’s
general or specific authorizations, (iii) that transactions are recorded as necessary to permit
preparation of financial statements and to maintain asset accountability, (iv) that access to assets
is permitted only in accordance with management’s general or specific authorization and (v) that
the recorded accountability for assets is compared with the existing assets at reasonable intervals
and appropriate action is taken with respect to any differences. Since January 1, 2020, (x) the
Company has designed and maintains disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act) to ensure that material information required to
be disclosed by the Company in the reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified in the SEC’s
rules and forms and is accumulated and communicated to the Company’s management as
appropriate to allow timely decisions regarding required disclosure, (y) to the Knowledge of the Company, such disclosure controls and procedures are effective in timely alerting the principal
executive officer and principal financial officer of the Company to material information required
to be included in the Company’s periodic reports required under the Exchange Act, and (z) the
Company’s principal executive officer and its principal financial officer have disclosed to the
Company’s independent registered public accounting firm and the audit committee of the
Company Board (and made summaries of such disclosures available to Parent) (A) all known
significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting that are reasonably likely to adversely affect in any material respect the
Company’s ability to record, process, summarize and report financial information, and (B) any
known fraud, whether or not material, that involves management or other employees who have a
significant role in the Company’s internal controls over financial reporting. As of the date of this
Agreement, the principal executive officer and principal financial officer of the Company have
made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 and the regulations of the
SEC promulgated thereunder, and the statements contained in all such certifications were, as of
their respective dates made, complete and correct in all material respects.

3.06Information Supplied. None of the information supplied or to be supplied by or
on behalf of the Company and Company OP for inclusion or incorporation by reference in (a) the
Form S-4 will, at the time such document is filed with the SEC, at any time such document is
amended or supplemented or at the time such document is declared effective by the SEC, contain
any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under
which they are made, not misleading, or (b) the Joint Proxy Statement will, at the date that it is
first mailed to the Company’s stockholders or Parent’s stockholders, at the time of the Company
Stockholder Meeting and Parent Stockholder Meeting, at the time the Form S-4 is declared

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effective by the SEC or at the Effective Time, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not misleading. The
Joint Proxy Statement, at the date such materials are first mailed to the Company’s stockholders
or Parent’s stockholders and at the time of the Company Stockholder Meeting and the Parent
Stockholder Meeting, will comply as to form in all material respects with the requirements of the
Exchange Act and the rules and regulations thereunder. No representation or warranty is made
by the Company in this Section 3.06 with respect to statements made or incorporated by
reference therein based on information supplied by Parent or Parent OP or any of their respective
Representatives for inclusion or incorporation by reference therein.

3.07Absence of Certain Changes or Events. Since January 1, 2021, (i) there has not
been any Event that, individually or together with any other Event, has had or would reasonably
be likely to have a Company Material Adverse Effect, and (ii) except in connection with this
Agreement and the Transactions or as expressly contemplated or permitted by this Agreement,
the Company and each Company Subsidiary has conducted its respective business in all material
respects only in the ordinary course of business consistent with past practice.

3.08Taxes.

(a)Each of the Company and the Company Subsidiaries (i) has timely filed (or had
filed on their behalf) all U.S. federal income and other material Tax Returns (as defined below)
required to be filed by it (after giving effect to any filing extension granted by a Taxing
Authority) under applicable Law and such Tax Returns are true, correct and complete in all
material respects, and (ii) has timely paid (or had timely paid on its behalf) all U.S. federal
income and other material Taxes shown on such Tax Returns, other than Taxes being contested
in good faith and for which adequate reserves have been established in the Company’s most
recent financial statements contained in the Filed Company SEC Documents. Neither the
Company nor any of the Company Subsidiaries has executed or filed with the Internal Revenue
Service (the “IRS”) or any other Taxing Authority any agreement, waiver or other document or
arrangement extending the period for assessment or collection of material Taxes (including, but
not limited to, any applicable statute of limitation). As used herein, the term “Tax Returns”
means all reports, returns, declarations, or other written statements required to be supplied to a
Taxing Authority in connection with Taxes.

(b)The Company (i) for each taxable year commencing with its taxable year ended
December 31, 2014, and through and including the Closing Date, has been organized in
conformity with the requirements for qualification and taxation as a real estate investment trust
pursuant to Sections 856 through 860 of the Code (a “REIT”), and (ii) has operated since
December 31, 2014 to the date hereof in a manner to enable it to qualify for taxation as a REIT
and has a proposed method of operation that will enable it to continue to qualify for taxation as a
REIT for the taxable year that includes the date hereof.

(c)No Company Subsidiary is a corporation for U.S. federal income tax purposes,
other than a corporation that, at all times during which the Company has held, directly or
indirectly, its stock, has qualified as a Qualified REIT Subsidiary or as a Taxable REIT
Subsidiary.

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(d)Each Company Subsidiary that is a partnership, joint venture, trust or limited
liability company has been, since its formation, treated for U.S. federal income tax purposes as a
partnership or disregarded entity, as the case may be, and not as a corporation or an association
taxable as a corporation, or a “publicly traded partnership” within the meaning of
Section 7704(b) of the Code.

(e)Neither the Company nor any Company Subsidiary either (i) holds any asset the
disposition of which would be subject to Treasury Regulation Section 1.337(d)-7, or (ii) has
disposed of any asset during its current taxable year.

(f)Since its inception, neither the Company nor any Company Subsidiary has
incurred (i) any material liability for Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5),
857(b)(6)(A), 857(b)(7), 860(c) or 4981 of the Code, or Treasury Regulations Sections 1.337(d)-
5, 1.337(d)-6, or 1.337(d)-7, (ii) any material liability for Taxes under Sections 857(b)(5) (for
income test violations), 856(c)(7)(C) (for asset test violations), or 856(g)(5)(C) (for violations of
other qualification requirements applicable to REITs) or (iii) any material liability for Tax other
than (A) in the ordinary course of business consistent with past practice, or (B) transfer or similar
Taxes arising in connection with sales of property. No event has occurred, and to the Knowledge
of the Company no condition or circumstances exists, which presents a material risk that any
material liability for Taxes described clauses (i), (ii), or (iii) of the preceding sentence will be
imposed upon the Company or any Company Subsidiary.

(g)All material deficiencies asserted or assessments made with respect to the
Company or any Company Subsidiary as a result of any examinations by the IRS or any other
Taxing Authority of the Tax Returns of the Company or any Company Subsidiary have been
fully paid and, to the Knowledge of the Company, there are no other audits, examinations or
other proceedings relating to any material Taxes of the Company or any Company Subsidiary by
any Taxing Authority in progress. Neither the Company nor any Company Subsidiary has
received any written notice from any Taxing Authority that it intends to conduct such an audit,
examination or other proceeding in respect of Taxes or to make any assessment for material
Taxes and, to the Knowledge of the Company, no such audit, examination, or other proceeding is
threatened. Neither the Company nor any Company Subsidiary is a party to any litigation or
pending litigation or administrative proceeding relating to Taxes (other than litigation dealing
with appeals of property Tax valuations).

(h)The Company and the Company Subsidiaries have complied, in all material
respects, with all applicable Laws relating to the payment and withholding of Taxes (including
withholding of Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, and 3402 of the Code
or similar provisions under any state and foreign Laws) and have duly and timely withheld and,
in each case, have paid over to the appropriate Taxing Authorities all material amounts required
to be so withheld and paid over on or prior to the due date thereof under all applicable Laws.

(i)No claim has been made in writing by a Taxing Authority in a jurisdiction where
the Company or any Company Subsidiary does not file Tax Returns that the Company or any
such Company Subsidiary is or may be subject to a material amount of Taxes in that jurisdiction
and, to the Knowledge of the Company, no such claim is threatened.

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(j)Neither the Company nor any Company Subsidiary has requested any extension
of time within which to file any material Tax Return, which material Tax Return has not yet been
filed.

(k)Neither the Company nor any Company Subsidiary has entered into any “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision
of state, local or foreign income Tax Law).

(l)Neither the Company nor any Company Subsidiary is a party to any Tax sharing
or similar agreement or arrangement, other than any agreement or arrangement solely between
the Company and any Company Subsidiary, pursuant to which it will have any obligation to
make any payments after the Closing.

(m)Neither the Company nor any Company Subsidiary has requested or received a
private letter ruling or other similar written ruling from, or requested or entered into a binding
agreement with, the IRS or other Taxing Authorities relating to Taxes.

(n)There are no Liens for Taxes (other than the Company Permitted Liens) upon any
of the assets of the Company or any Company Subsidiary except Liens for Taxes not yet due and
payable or that are being contested in good faith by appropriate proceedings and for which
adequate reserves have been established in accordance with GAAP.

(o)Neither the Company nor any Company Subsidiary is subject, directly or
indirectly, to any Tax Protection Agreements in force at the date of this Agreement (other than
customary Tax indemnification provisions in commercial Contracts not primarily relating to
Taxes), other than as disclosed in Section 3.08(o) of the Company Disclosure Letter, and as of
the date of this Agreement, no person has raised in writing, or to the knowledge of the Company
threatened to raise, a material claim against the Company or any Company Subsidiary for any
breach of any Tax Protection Agreements.

(p)Neither the Company nor any Company Subsidiary is a party to any “reportable
transaction” as such term is used in the Treasury regulations under Section 6011 of the Code.

(q)Section 3.08(q) of the Company Disclosure Letter sets forth each Company
Subsidiary and whether such Company Subsidiary is, for U.S. federal income Tax purposes, a
partnership, disregarded entity, Qualified REIT Subsidiary or Taxable REIT Subsidiary.

(r)Neither the Company nor any Company Subsidiary (i) has been a member of an
affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has any liability for
the Taxes of any Person (other than the Company or any Company Subsidiary) under Treasury
Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law), as a
transferee or successor, by contract, or otherwise.

(s)Neither the Company nor any of the Company Subsidiaries has entered into any
“closing agreement” as described in Section 7121 of the Code (or any corresponding or similar
provision of state, local or foreign income Tax Law).

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(t)Neither the Company nor any Company Subsidiary (i) has been a member of an
affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has any liability for
the Taxes of any Person (other than any Company Subsidiary) under Treasury Regulation
Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or
successor, by Contract or otherwise.

(u)Neither the Company nor any Company Subsidiary has constituted either a
“distributing corporation” or a “controlled corporation” (within the meaning of Section
355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under
Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(v)No written power of attorney that has been granted by the Company or any
Company Subsidiary (other than to the Company or any Company Subsidiary) currently is in
force with respect to any matter relating to Taxes.

(w)Notwithstanding any provision herein to the contrary, the representations in this
Section 3.08 are the sole representations of the Company and the Company Subsidiaries
regarding their Tax matters.

3.09Labor and Employee Relations.

(a)The Company and the Company Subsidiaries have correctly classified employees
as exempt employees and non-exempt employees under the Fair Labor Standards Act and any
comparable state Laws. All current consultants or independent contractors, and those who have
been engaged within the past three (3) years, of each member of the Company or the Company
Subsidiaries (“Company Contractors”) have been properly classified as independent contractors
for purposes of Social Security Laws, Tax Laws, Laws applicable to employee benefits and/or
other Laws. All Company Contractors are not, and have never been, entitled to any employment
benefits from the Company or the Company Subsidiaries.

(b)Except as set forth in Section 3.09(b) of the Company Disclosure Letter, each
employee of the Company or the Company Subsidiaries is terminable at will, without payment of
severance or other compensation or consideration (other than compensation required to be paid
under applicable Law), and without advance notice. Except as set forth in Section 3.09(b) of the
Company Disclosure Letter, the Company and the Company Subsidiaries do not have any
Contracts with any employees or Company Contractors currently in effect or under which there
are ongoing Liabilities that are not terminable at will or upon up to 30 days’ notice (other than
agreements with the sole purpose of providing for the confidentiality of proprietary information,
other restrictive covenants or assignment of inventions). Except as set forth on Section 3.09(b) of
the Company Disclosure Letter, all former and current employees and Company Contractors
have executed the Company or the Company Subsidiaries’ standard employment agreement or
consulting agreement, as applicable, and standard restrictive covenants agreement. The Company
and the Company Subsidiaries has made available to Parent accurate and complete copies of all
standard employment agreement(s), consulting agreement(s) and restrictive covenants
agreement.

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(c)The Company and the Company Subsidiaries: (i) are, and for the last three (3)
years have been, in material compliance with all applicable Laws respecting employment of
employees and engagement of independent contractors, including (but not limited to)
employment practices, collective bargaining agreements, Social Security and Health and Safety
obligations, terms and conditions of employment, termination of employment, discrimination,
wages, wage protection, pay slips, notices to employees, prevention of sexual harassment,
worker classification, enforcement of labor laws, hours of work, overtime and overtime payment,
working during rest days, privacy issues, pay equity, background checks, drug testing,
accommodations, leaves of absence, fringe benefits, and wages and hours (including, where and
to the extent applicable: the health care continuation requirements of COBRA, the requirements
of the Family and Medical Leave Act of 1993, as amended, the requirements of the Health
Insurance Portability and Accountability Act of 1996, as amended, the requirements of the
Families First Coronavirus Response Act of 2020, and any similar provisions of applicable Law);
(ii) have withheld, paid and reported all amounts required by Law or by Contract to be withheld,
paid and reported with respect to compensation, wages, salaries and other payments to
employees or Company Contractors of the Company and the Company Subsidiaries; (iii) are not
liable for any arrears of wages or any Taxes; and (iv) are not liable for any payment to any trust
or other fund governed by or maintained by or on behalf of any Governmental Authority with
respect to unemployment compensation benefits, or other benefits for employees of the
Company and the Company Subsidiaries (other than routine payments to be made in the
Ordinary Course of Business). There are no pending or, to the Knowledge of the Company,
threatened Actions against the Company and the Company Subsidiaries or any Affiliate of the
Company and the Company Subsidiaries under any worker’s compensation policy or long-term
disability policy. In the past three (3) years, neither the Company nor the Company Subsidiaries,
nor any of their officers, have received any written notice of intent by any Governmental
Authority responsible for the enforcement of labor or employment Laws (including Laws
relating to workplace safety and health, wage and hour, and immigration) to conduct an
investigation or audit relating to the Company or the Company Subsidiaries and, to the
Company’s Knowledge, no such investigation is in progress.

(d)The Company and the Company Subsidiaries are not, and in the past three (3)
years have not been, the subject of any audit, investigation or enforcement action by any
Governmental Authority related to employment policies or practices for employees, applicants,
third-party contractors, or independent contractors or consultants of the Company or the
Company Subsidiaries, including but not limited to investigations or actions by the U.S.
Department of Labor, the Equal Employment Opportunity Commission, the National Labor
Relations Board, or any other similar federal, state, or local Governmental Authority. In the past
three (3) years, there have been no claims against the Company and the Company Subsidiaries
(or any of their officers or directors (in their capacities as such)) or, to the Knowledge of the
Company, threatened to be brought or filed in, by, or with any court, Governmental Authority, or
arbitral forum in connection with the employment of any current or former applicant, employee,
consultant, volunteer, intern, or independent contractor.

(e)The Company and the Company Subsidiaries are not now, and in the past three
(3) years have not been, subject to a union organizing effort. The Company and the Company
Subsidiaries are not subject, and have never been subject, to any collective bargaining
agreement, labor contract, or any other Contract or legally binding commitment with any trade or

-23-

labor union, employees’ association, works council, or similar organization, or involved in or
aware of any current labor or industrial disputes or negotiations with any such body with respect
to their employees or Company Contractors. The Company and the Company Subsidiaries are
not engaged, and have never been engaged, in any unfair labor practice. The Company and the
Company Subsidiaries have not had in the past three (3) years any strike, slowdown, work
stoppage, lockout, job action or threat thereof, or question concerning representation, by or with
respect to any of the Company or the Company Subsidiaries’ employees.

(f)No executive officer of the Company has given notice of resignation or, to the
Knowledge of the Company, currently intends to terminate his or her service with the Company,
and to the Knowledge of the Company, no executive officer of the Company has received or
accepted an offer to join a business that is competitive with the Company’s business.

(g)In the past three (3) years, the Company and the Company Subsidiaries have not
been a party to any Action, or received notice of any threatened Action, in which the Company
or the Company Subsidiaries were, or are, alleged to have violated any Contract or Law relating
to employment of employees or engagement of independent contractors, including equal
opportunity, discrimination, whistleblowing, harassment, immigration, wages, hours, unpaid
compensation, classification of employees as exempt from overtime or minimum wage Laws,
benefits, collective bargaining, pension, severance pay, employee privacy, termination of
employment or engagement, the payment of social security and similar Taxes, occupational
safety and health, and/or privacy rights of employees or independent contractors, other than any
Actions that would not reasonably be likely to, individually or in the aggregate, have a Company
Material Adverse Effect.

(h)There have been no, and except as contemplated by this Agreement, and except as
set forth in Section 3.09(h) of the Company Disclosure Letter, there are no anticipated, “mass
layoffs,” “employment losses” or “plant closings” or comparable event as defined by the
Workers Adjustment and Retraining Notification Act, as amended, or any comparable state,
local, or foreign Law (“WARN Act”) at the Company or the Company Subsidiaries nor have the
Company or the Company Subsidiaries engaged in any lay-offs or employment terminations
sufficient in number to trigger application of any such Law.

(i)Except as set forth in Section 3.09(i) of the Company Disclosure Letter, to the
Company’s Knowledge, there have been no allegations of sexual or other harassment or
discrimination or sexual misconduct involving any current or former director or officer of the
Company or the Company Subsidiaries. The Company and the Company Subsidiaries have not
entered into any settlement agreement related to allegations of sexual harassment or sexual
misconduct by any current or former director or officer of the Company or the Company
Subsidiaries.

(j)To the Knowledge of the Company, no employee of the Company or the
Company Subsidiaries or Company Contractor is subject to any non-compete, non-solicitation,
non-disclosure, confidentiality, employment, consulting or similar contracts with a third party in
conflict with his or her employment or engagement with the Company or the Company
Subsidiaries. The Company and the Company Subsidiaries have not received any written notice
alleging that any violation of any such contracts has occurred. To the Knowledge of the

-24-

Company, no employee of the Company or the Company Subsidiaries or Company Contractor is
in violation of (i) any term of any employment or consulting Contract with the Company or the
Company Subsidiaries or (ii) any term of any other Contract or any restrictive covenant relating
to the right of any such employee or Company Contractor to be employed by or to render
services to the Company and the Company Subsidiaries or to use trade secrets or proprietary
information of others. To the Knowledge of the Company, the employment of any employee or
engagement of any Company Contractor by the Company or the Company Subsidiaries does not
subject the Company or the Company Subsidiaries to any Liability to any third party.

(k)The Company and the Company Subsidiaries are in compliance with all Laws
(including but not limited to the Coronavirus Aid, Relief, and Economic Security Act and the
Families First Coronavirus Response Act of 2020) related to any public health emergency
(including but not limited to COVID-19) with respect to employees and independent contractors
applicable to any location in which the Company operates. The Company and the Company
Subsidiaries have not received any complaint from any employee or Contractor alleging that the
Company or the Company Subsidiaries are not in compliance with workplace Laws related to
any public health emergency or failed to provide a safe working environment, appropriate
equipment or accommodation in relation to any public health emergency. The Company and the
Company Subsidiaries did not implement any furloughs or layoffs or reductions in hours due to
COVID-19.

3.10Employee Benefits.

(a)Section 3.10(a) of the Company Disclosure Letter lists each Benefit Plan that is
sponsored, maintained or contributed to by the Company or any Company ERISA Affiliate for
the benefit of any current or former employee, officer, director or consultant of the Company or
any Company Subsidiary, or under which the Company or any Company ERISA Affiliate has or
may have any obligation or liability (collectively, the “Company Benefit Plans”).

(b)The Company has made available to Parent true and complete copies of the
following with respect to the Company Benefit Plans, as applicable: (i) the Company Benefit
Plan and current amendments thereto (and in the case of an unwritten Company Benefit Plan, a
written description thereof), (ii) the most recently filed annual report on Form 5500, (iii) the
most recently received IRS determination letter or opinion letter, (iv) the most recent summary
plan description and all material modifications thereto, (v) the most recent actuarial report or
other financial statement relating to such Company Benefit Plan, (vi) the most recent
nondiscrimination tests performed under the Code, and (vii) all filings made with any
Governmental Entity, including but not limited to any filings under the Employee Plans
Compliance Resolution System or the Department of Labor Delinquent Filer Program.

(c)Each Company Benefit Plan that is intended to be qualified under Section 401(a)
of the Code has received a favorable determination letter from the IRS, or is entitled to rely on a
favorable opinion issued by the IRS, and no fact or event has occurred since the date of such
determination or opinion letter that would reasonably be likely to adversely affect the qualified
status of any such Company Benefit Plan.

-25-

(d)Each Company Benefit Plan has been operated in all respects in material
compliance with its terms and the requirements of all applicable Laws, including ERISA and the
Code, and all reports, documents and notices required to be filed with respect to each Company
Benefit Plan have been timely filed.

(e)Neither the Company nor any Company ERISA Affiliate sponsors or contributes
to, has sponsored or contributed to, or has any current or contingent liability under any Benefit
Plan that is subject to the provisions of Section 412 of the Code or Title IV or Section 302 of
ERISA, is a voluntary employee beneficiary association, is a multiemployer plan within the
meaning of Section 3(37) of ERISA, is a multiple employer plan described in Section 413 of the
Code or is a multiple employer welfare arrangement within the meaning of Section 3(40) of
ERISA. Neither the Company nor any Company Subsidiary has any liability with respect to any
Benefit Plan that provides for any post-employment or postretirement health or medical or life
insurance benefits for retired, former or current employees of the Company or any Company
Subsidiary, except (i) as required by Section 4980B of the Code, or (ii) coverage or benefits in
the nature of severance not to exceed eighteen (18) months under the employment, severance or
change in control plans or agreements listed in Section 3.10(a) of the Company Disclosure
Letter.

(f)No material action, suit, investigation, audit, proceeding or claim (other than
routine claims for benefits) is pending against or involves or, to the Knowledge of the Company,
is threatened against or threatened to involve, any Company Benefit Plan before any court or
arbitrator or any Governmental Entity, including the IRS, the Department of Labor or the
Pension Benefit Guaranty Corporation.

(g)Each Company Benefit Plan that constitutes a “non-qualified deferred
compensation plan” within the meaning of Section 409A of the Code, materially complies in
both form and operation with the requirements of Section 409A of the Code so that no amounts
paid pursuant to any such Company Benefit Plan are subject to tax under Section 409A of the
Code. No payment required to be made to any service provider by the Company as a result of
the closing of the transaction contemplated by this Agreement will be subject to tax under
Section 409A of the Code.

(h)Except as set forth on Section 3.10(h) of the Company Disclosure Letter, neither
the execution and delivery of this Agreement nor the consummation of the transactions
contemplated hereby (either alone or in combination with any other event) will result in any
payment, acceleration, vesting or creation of any rights of any person to benefits under any
Company Benefit Plan. Except as set forth on Section 3.10(h) of the Company Disclosure Letter,
no amount that could be received (whether in cash, property, the vesting of property or
otherwise) as a result of or in connection with the consummation of the transactions
contemplated by this Agreement (either alone or in combination with any other event), by any
employee, officer, director or other service provider of the Company or any Company Subsidiary
who is a “disqualified individual” (as such term is defined in Treasury Regulation Section
1.280G-1) could be characterized as an “excess parachute payment” (as defined in Section
280G(b)(1) of the Code). No such current or former employee, officer, director or consultant of
the Company or any Company ERISA Affiliate has any “gross up” agreements or other
assurance of reimbursement for any taxes resulting from any such “excess parachute payments”.

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(i)No employee of the Company or any Company Subsidiary has any entitlement to
continue to be employed by the Company or any Company Subsidiary from and after the
Closing.

(j)The Company and each Company ERISA Affiliate, have, for any relevant period,
offered the requisite number of “full-time employees” group health coverage that is “affordable”
and of “minimum value” (as such terms are defined by the employer shared responsibility
provisions of the Patient Protection and Affordable Care Act).

(k)The term “Company ERISA Affiliate” means any entity that, together with the
Company, would be treated as a single employer under Section 414 of the Code.

3.11Litigation. Except as set forth in Section 3.11 of the Company Disclosure Letter,
from January 1, 2020 through the date of this Agreement, there has been no claim, suit, action,
arbitration or proceeding pending or, to the Knowledge of the Company, threatened against the
Company, any Company Subsidiary or any executive officer or director of the Company (in their
capacity as such), other than as have not had and would not reasonably be expected to have,
individually or in the aggregate, a Company Material Adverse Effect (each a “Company
Specified Action”). There is no material Judgment outstanding against the Company or any
Company Subsidiary or any of their respective assets. From January 1, 2020 through the date of
this Agreement, the Company has not received any written notification of any, and to the
Knowledge of the Company there is no, investigation by any Governmental Entity involving the
Company or any Company Subsidiary or any of their respective assets that could validly give
rise to a Company Specified Action.

3.12Compliance with Applicable Laws. Since January 1, 2020, none of the Company
or any Company Subsidiary has been, or is, in violation of, or has been given written notice of or
been charged with any violation of, any Law or order of any Governmental Entity applicable to
the Company or any Company Subsidiary or by which any property or asset of the Company or
any Company Subsidiary is bound (including any Law or order of any Governmental Entity
relating to eviction moratoriums or other protections of residents of rental units in connection
with the COVID-19 pandemic), other than as have not had and would not reasonably be expected
to have, individually or in the aggregate, a Company Material Adverse Effect. The Company
and each Company Subsidiary has all permits, authorizations, approvals, registrations,
certificates, orders, waivers, clearances and variances (each, a “Permit”) necessary to conduct its
business as presently conducted except those the absence of which would not reasonably be
likely to have a Company Material Adverse Effect. To the Knowledge of the Company, none of
the Company or any Company Subsidiary has received notice that any Permit will be terminated
or modified or cannot be renewed in the ordinary course of business.

3.13Environmental Matters. Section 3.13 of the Company Disclosure Letter sets forth
a list of all reports related to the environmental condition of the Company Property that have
been provided to Parent prior to the date hereof. Except as set forth in such reports or as would
not reasonably be likely to have a Company Material Adverse Effect:

(a)to the Knowledge of the Company, the Company and the Company Subsidiaries
(i) are in compliance with all Environmental Laws, (ii) hold all Permits, identification numbers

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and licenses required under any Environmental Law to own or operate their assets as currently
owned and operated (“Environmental Permits”) and (iii) are in compliance with their respective
Environmental Permits;

(b)none of the Company, any Company Subsidiary or, to the Knowledge of the
Company, any other Person, has released Hazardous Substances on any real property owned,
leased or operated by the Company or the Company Subsidiaries (other than in a de minimis
amount in the ordinary course of business in connection with the ownership and operation of the
Company Properties (e.g., cleaning and household substances), in each case, in compliance with
applicable Law);

(c)none of the Company or any Company Subsidiary has received any written notice
alleging that the Company or any Company Subsidiary may be in violation of, or liable under, or
a potentially responsible party pursuant to the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980 or any other Environmental Law;

(d)none of the Company or any Company Subsidiary has entered into or agreed to
any consent decree or order or is a party to any judgment, decree or judicial order relating to
compliance with Environmental Laws, Environmental Permits or the investigation, sampling,
monitoring, treatment, remediation, removal or cleanup of Hazardous Substances and, to the
Knowledge of the Company, no investigation, litigation or other proceeding is pending or
threatened in writing with respect thereto; and

(e)none of the Company or any Company Subsidiary has assumed, by Contract or, to
the Knowledge of the Company, by operation of Law, any liability under any Environmental
Law or relating to any Hazardous Substances or is an indemnitor in connection with any
threatened or asserted claim by any third-party indemnitee for any liability under any
Environmental Law or relating to any Hazardous Substances.

3.14Property.

(a)As of the date hereof, the Company or a Company Subsidiary owns good, valid
and marketable fee simple title to each of the real properties identified in Section 3.14(a) of the
Company Disclosure Letter (each real property so owned, an “Owned Company Property” and,
collectively, the “Owned Company Properties”), and a good and valid leasehold interest in each
of the real properties identified in Section 3.14(a) of the Company Disclosure Letter (each real
property so leased, a “Leased Company Property” and, collectively, the “Leased Company
Properties” and the Leased Company Properties together with the Owned Company Properties,
the “Company Properties”), which comprise all of the real estate properties owned or leased by
the Company and the Company Subsidiaries, as of the date hereof, in each case (except as
provided below) free and clear of Liens, except for Company Permitted Liens.

(b)Except as would not, individually or in the aggregate, reasonably be expected to
have a Company Material Adverse Effect, the Company and each of the Company Subsidiaries
has good and sufficient title to all of the personal and non-real properties and assets reflected in
their books and records as being owned by them (including those reflected in the Company’s
consolidated balance sheet for the year ended December 31, 2020, except as since sold or

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otherwise disposed of in the ordinary course of business), or used by them in the ordinary course
of business, free and clear of all Liens, except for Company Permitted Liens.

(c)Copies of each commercial lease entered into by the Company or a Company
Subsidiary and forms of residential tenant leases for each state in which the Company or a
Company Subsidiary operates have been made available to Parent on or prior to the date hereof,
and to the Knowledge of the Company, each Company Lease is in substantially the form
provided for in the state in which such Owned Company Property is located.

(d)The rent rolls for each of the Company Properties, as of March 31, 2021, which
rent rolls have previously been made available by or on behalf of the Company or any Company
Subsidiary to Parent, are true and correct in all material respects with respect to Owned
Company Properties and (i) correctly reference each lease or sublease that was in effect as of
such date, and to which the Company or a Company Subsidiary is a party as lessor or sublessor
with respect to each of the Owned Company Properties (each a “Company Lease” and
collectively, the “Company Leases”) and (ii) identify the rent payable under the Company Lease
as of such date with respect to Owned Company Properties. The Company has provided or made
available to Parent a list of all security deposit amounts held as of the date hereof under the
Company Leases and such security deposits are in the amounts required by the applicable
Company Lease as of the date hereof and which security deposits have been held and applied in
all material respects in accordance with Law and the applicable Company Leases as of the date
hereof.

(e)With respect to Owned Company Properties as of the date hereof, the Owned
Company Properties are not subject to any rights of way, restrictive covenants (including deed
restrictions or limitations issued pursuant to any Environmental Law), declarations, agreements,
or Laws affecting building use or occupancy, or reservations of an interest in title except for
Company Permitted Liens. With respect to Leased Company Properties as of the date hereof, to
the Knowledge of the Company, the Leased Company Properties are not subject to any rights of
way, restrictive covenants (including deed restrictions or limitations issued pursuant to any
Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or
reservations of an interest in title except for Company Permitted Liens.

(f)Valid policies of title insurance (each a “Company Title Insurance Policy”) have
been issued insuring, as of the effective date of each such Company Title Insurance Policy, the
Company’s or the applicable Company Subsidiary’s fee simple title to or leasehold interest in
each Company Property, subject to the matters disclosed on the Company Title Insurance
Policies and Company Permitted Liens. As of the date of this Agreement, to the Knowledge of
the Company, each Company Title Insurance Policy is in full force and effect and no claim has
been made against any such policy.

(g)To the Knowledge of the Company, as of the date hereof, (i) each material
certificate, Permit or license from any Governmental Entity having jurisdiction over any of the
Company Properties or agreement, easement or other right that is necessary to permit the lawful
use and operation of the buildings and improvements on any of the Company Properties or that is
necessary to permit the lawful egress and ingress to and from any of the Company Properties has
been obtained and is in full force and effect, except for any such permits and approvals that (A)

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are being sought in connection with the development or redevelopment of any Company
Properties, or (B) the failure to obtain or be in full force and effect would not reasonably be
likely to have a Company Material Adverse Effect, and (ii) neither the Company nor any
Company Subsidiary has received written notice of any violation of any Law affecting any of the
Company Properties issued by any Governmental Entity which has not been cured, other than
violations which (I) are being contested in good faith and with respect to which enforcement has
been tolled pending the resolution of such contest, or (II) would not, individually or in the
aggregate, reasonably likely to result in a Company Material Adverse Effect. To the Knowledge
of the Company, except for Company Permitted Liens, the buildings and improvements on the
Company Properties are located within the boundary lines of the Company Property, are not
encroached upon, are not in violation of any applicable setback, Law, restriction or similar
agreement, and do not encroach on any other property or any easement that may burden the
Company Property, in each case in a way that would reasonably be likely to result in a Company
Material Adverse Effect.

(h)As of the date hereof, neither the Company nor any Company Subsidiary has
received any written notice to the effect that (i) any condemnation or rezoning proceedings are
pending or threatened with respect to any of the Company Properties, except for any such
rezoning proceedings that have been initiated in connection with the development or
redevelopment of any of the Company Properties, or (ii) any Laws including any zoning
regulation or ordinance, building, fire, health or similar Law, code, ordinance, order or regulation
has been violated for any Company Property which in the case of clauses (i) and (ii) above,
would, individually or in the aggregate, reasonably be likely to have a Company Material
Adverse Effect. There are no material unrestored casualties to any Company Property or any
part thereof. The physical condition of the Company Property is sufficient to permit the
continued conduct of the business as presently conducted subject to the provision of usual and
customary maintenance and repair performed in the ordinary course of business consistent with
past practice.

(i)Section 3.14(i) of the Company Disclosure Letter sets forth a correct and
complete list as of the date of this Agreement of all of the leases, subleases and licenses entitling
the Company or any Company Subsidiary to the use or occupancy of each of the Leased
Company Properties (the “Company Real Property Leases”). The Company has made available
to Parent copies of each Company Real Property Lease and all amendments or other
modifications thereto, which copies are correct and complete. To the Knowledge of the
Company, as of the date hereof, each Company Real Property Lease is in full force and effect
and neither the Company nor any Company Subsidiary has received a written notice that it is in
default under any Company Real Property Lease which remains uncured. Neither the Company
nor any Company Subsidiary is and, to the Knowledge of the Company, no other party is in
breach or violation of, or default under, any Company Real Property Lease in any material
respect. No event has occurred which would result in a material breach or violation of, or a
default under, any Company Real Property Lease by the Company or any Company Subsidiary
or, to the Knowledge of the Company, any other person thereto (in each case, with or without
notice or lapse of time or both). Each Company Real Property Lease is valid, binding and
enforceable in accordance with its terms and is in full force and effect with respect to the
Company or the applicable Company Subsidiary and, to the Knowledge of the Company, with
respect to the other parties thereto. Except as set forth on Section 3.14(i) of the Company

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Disclosure Letter, to the Knowledge of the Company, there are no leases, subleases, licenses,
concessions or other agreements granting to any party or parties (other than the Company or a
Company Subsidiary) the right of use or occupancy of any material portion of any premises
subject to a Company Real Property Lease.

(j)Section 3.14(j) of the Company Disclosure Letter lists (i) each Company Property
that is under development as of the date hereof (other than normal repair and maintenance) and
describes the status of such development as of the date hereof or (ii) each Company Property that
is subject to a binding agreement for development or commencement of construction by the
Company or a Company Subsidiary, as of the date hereof, in each case other than those
pertaining to customary capital repairs, replacements and other similar correction or deferred
maintenance items in the ordinary course of business.

(k)As of the date hereof, none of the Company or any Company Subsidiary has
entered into or is a party to any unexpired option agreements, rights of first offer, rights of first
negotiation or rights of first refusal with respect to the purchase of a Company Property or any
portion thereof or any other unexpired rights in favor of third parties to purchase or otherwise
acquire a Company Property or any portion thereof or entered into any Contract for sale, ground
lease or letter of intent to sell or ground lease any Company Property or any portion thereof.
Except as set forth on Section 3.14(k) of the Company Disclosure Letter, as of the date hereof,
none of the Company or any Company Subsidiary has entered into or is a party to any unexpired
purchase agreements, option agreements, rights of first offer, rights of first negotiation or rights
or first refusal with respect to the purchase of any real property, or any Contract for sale, ground
lease or letter of intent to purchase or ground lease for any real property.

(l)As of the date hereof, none of the Company or any Company Subsidiary is a party
to any agreement relating to the management of any of the Company Properties by a party other
than the Company or a Company Subsidiary.

(m)The Company or a Company Subsidiary has good and valid title to, or a valid and
enforceable leasehold interest in, or other right to use, all material personal property owned, used
or held for use by them as of the date of this Agreement (other than property owned by tenants
and used or held in connection with the applicable tenancy). None of the Company’s or such
Company Subsidiaries’ ownership of or leasehold interest in any such personal property is
subject to any Liens, except for Company Permitted Liens.

3.15Intellectual Property. Except as individually or in the aggregate would not
reasonably be likely to have a Company Material Adverse Effect, (a) to the Knowledge of the
Company, the conduct of the business of the Company and the Company Subsidiaries as
currently conducted does not infringe the Intellectual Property rights of any third party in the
United States, (b) with respect to Intellectual Property owned by or licensed to the Company or
any Company Subsidiary that is necessary for the conduct of the business of the Company and
the Company Subsidiaries, taken as a whole, as currently conducted (“Company Intellectual
Property”), the Company or such Company Subsidiary has the right to use such Company
Intellectual Property in the operation of its business as currently conducted, (c) all fees and
filings required to maintain any registration of any Intellectual Property used by the Company
have been paid or timely filed, are current and are not in default or in arrears, (d) to the

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Knowledge of the Company, no third party is currently infringing or misappropriating
Intellectual Property owned by the Company or any Company Subsidiary, and (e) there are no
pending or, to the Knowledge of the Company, threatened claims with respect to any of the
Intellectual Property rights owned by the Company or any Company Subsidiary.

3.16Contracts.

(a)Except for (x) this Agreement, (y) Contracts listed on Section 3.16 of the Company Disclosure Letter and (z) Contracts filed as exhibits to the Filed Company SEC
Documents, as of the date of this Agreement, none of the Company or the Company Subsidiaries
is a party to or bound by any of the following Contracts (each such Contract, a “Company
Material Contract”):

(i)any Contract that would be required to be filed by the Company as an
exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or
(10) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”);

(ii)any Contract containing covenants binding upon the Company or the
Company Subsidiaries that materially restrict the ability of the Company or any of the Company
Subsidiaries (or that, following the consummation of the Merger, would materially restrict the
ability of the Surviving Company, Parent OP or any of their respective Affiliates) to compete in
any business or geographic area or with any Person;

(iii)any Contract pursuant to which the Company or any Company Subsidiary
is subject to continuing indemnification or “earn-out” obligations (whether related to
environmental matters or otherwise), in each case, that would reasonably be likely to result in
payments by the Company or any Company Subsidiary in excess of $250,000;

(iv)any material partnership, limited liability company agreement, joint
venture or other similar agreement entered into with any third party;

(v)any Contract for the pending sale, option to sell, right of first refusal, right
of first offer or any other contractual right to sell, dispose of, or master lease, by merger,
purchase or sale of assets or stock or otherwise, any real property, including any Company
Property or any asset that, if purchased by the Company or any Company Subsidiary, would be a
Company Property;

(vi)any Contract concerning an interest rate cap, interest rate collar, interest
rate swap, or currency hedging transaction to which the Company or any Company Subsidiary is
a party;

(vii)any Contract that requires the Company or any Company Subsidiary to
dispose of or acquire assets or properties (other than any real property) that (together with all of
the assets and properties subject to such requirement in such Contract) have a fair market value
in excess of $500,000, or involves any pending or contemplated merger, consolidation or similar
business combination transaction;

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(viii)any Contract relating to indebtedness for borrowed money (whether
incurred, assumed, guaranteed or secured by any asset) or under which the Company or any
Company Subsidiary has, directly or indirectly, made any loan, capital contribution to, or other
investment in, any Person (other than in the Company or any Company Subsidiary) in excess of
$1,000,000;

(ix)any Contract that obligates the Company or any Company Subsidiary to
make non-contingent aggregate annual expenditures (other than principal and/or interest
payments or the deposit of other reserves with respect to debt obligations) in excess of $500,000 and is not cancelable within ninety (90) days without material penalty to the Company or any
Company Subsidiary; or

(x)any Contract that prohibits the pledging of the Company Capital Stock or
any capital stock of any Company Subsidiary or prohibits the issuance of guarantees by any
Company Subsidiary.

(b)As of the date hereof, each of the Company Material Contracts is valid, binding
and enforceable on the Company or the Company Subsidiaries, as the case may be, and, to the
Knowledge of the Company, each other party thereto and is in full force and effect, in each case
subject to the Bankruptcy and Equity Exception, except for such failures to be valid, binding or
enforceable or to be in full force and effect as would not be material to the Company and any
Company Subsidiary. As of the date hereof, each of the Company and the Company
Subsidiaries has complied in all material respects with the terms and conditions of the Company
Material Contracts and is not (with or without notice or lapse of time, or both) in breach or
default thereunder, in each case except as would not, individually or in the aggregate, reasonably
be likely to have a Company Material Adverse Effect. Neither the Company nor any Company
Subsidiary has received notice of any violation or default under any Company Material Contract,
except for violations or defaults that would not, individually or in the aggregate, reasonably be
expected to have a Company Material Adverse Effect. The Company has delivered or made
available to Parent, prior to the execution of this Agreement, true and complete copies of all of
the Company Material Contracts.

3.17Insurance. The Company and the Company Subsidiaries have policies of
insurance covering the Company, the Company Subsidiaries and their respective properties and
assets, in such amounts and with respect to such risks and losses, which the Company believes
are adequate for the operation of its business and the protection of its assets. All such insurance
policies of the Company and each Company Subsidiary are in full force and effect, all premiums
due and payable through the date hereof under all such policies have been paid, and the
Company and each Company Subsidiary are otherwise in compliance in all respects with the
terms of such policies, except for such failures to be in full force and effect, to pay any
premiums, or to be in compliance that would not reasonably be likely to have a Company
Material Adverse Effect. As of the date hereof, no outstanding written notice of cancellation or
termination has been received with respect to any such insurance policy, other than in connection
with ordinary renewals.

3.18Interested Party Transactions. Except as disclosed on Section 3.18 of the
Company Disclosure Letter, none of the Company or any Company Subsidiary, on the one hand,

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is a party to any transaction or Contract with any Affiliate, stockholder that beneficially owns 5%
or more of the Company Common Stock or the Company OP Units, or director or executive
officer of the Company or any Company Subsidiary, on the other hand, other than transactions
pursuant to, or Contracts constituting, a Company Benefit Plan listed in Section 3.10(a) of the
Company Disclosure Letter, and no event has occurred since the date of the Company’s last
proxy statement to its stockholders that would be required to be reported by the Company
pursuant to Item 404 of Regulation S-K promulgated by the SEC.

3.19Vote Required. Assuming the accuracy of the representation in Section 4.22, the
Company Stockholder Approval is the only vote of the holders of any class or series of Company
Capital Stock necessary to approve the Company Merger. Other than the Company OP GP
Approval and as set forth in Section 3.19 of the Company Disclosure Letter, no vote of or
consent or approval by the holders of any limited partnership units or general partnership units of
Company OP is necessary to approve this Agreement, the Partnership Merger and the other
Transactions.

3.20Brokers. Neither the Company, the Company OP nor any of the Company or the
Company OP’s officers, directors or employees has employed any broker, investment banker or
finder or incurred any liability for any broker’s fees, commissions, finder’s fees or other similar
fees in connection with the Transactions, except that the Company has engaged RBC Capital
Markets, LLC as the Company’s financial advisor, whose fees and expenses will be paid by the
Company in accordance with the Company’s agreement with such firm.

3.21Opinion of Financial Advisor. The Company Board has received an opinion of
RBC Capital Markets, LLC to the effect that, as of the date of such opinion and based on and
subject to the limitations, qualifications, assumptions and other matters set forth therein, the
Exchange Ratio provided for pursuant to this Agreement is fair, from a financial point of view, to
the holders of Company Common Stock (other than, as applicable, Parent, Parent OP, Merger
Sub and their respective Affiliates).

3.22Takeover Statutes. Assuming the accuracy of the representation in Section 4.22,
the Company Board has taken all action necessary to render inapplicable to the Company Merger
and the other Transactions, the restrictions on business combinations contained in Subtitle 6 of
Title 3 of the MGCL and Subtitle 7 of Title 3 of the MGCL. No other “business combination,”
“control share acquisition,” “fair price,” “moratorium” or other takeover or anti-takeover statute
or similar federal or state Law is applicable to this Agreement, the Company Merger, the
Partnership Merger or the other Transactions. None of the Company, the Company OP or any
other Company Subsidiary is, nor at any time during the last two (2) years has been, an
“interested stockholder” of Parent as defined in Section 3-601 of the MGCL.

3.23Investment Company Act. Neither the Company nor any Company Subsidiary is
required to be registered as an investment company under the Investment Company Act of 1940,
as amended.

3.24Dissenters’ Rights. No dissenters’, appraisal or similar rights are available under
the Company Articles or the limited partnership agreement of the Company OP to the holders of

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Company Common Stock or Company OP Units with respect to the Company Merger, the
Partnership Merger or the other Transactions.

3.25Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act. In reliance upon, and subject to
the accuracy of the representations and warranties provided in Section 4.26, the Transactions are
exempt from any requirement to make any filings under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the implementing regulations thereto, 16 C.F.R.
parts 801-803, because the Company is a REIT.

3.26No Other Representations and Warranties. Each of the Company and the
Company OP acknowledges and agrees that, except for the representations and warranties
contained in Article IV, (a) none of Parent, Parent OP, or Merger Sub makes, or has made, and
the Company and the Company OP have not relied upon, any representation or warranty,
whether express or implied, relating to itself or its business, affairs, assets, liabilities, financial
condition, results of operations or otherwise in connection with the Merger, (b) no Person has
been authorized by Parent, Parent OP, or Merger Sub to make any representation or warranty
relating to itself or its business or otherwise in connection with the Merger, and if made, such
representation or warranty must not be relied upon by the Company or the Company OP as
having been authorized by such party and (c) any estimates, projections, predictions, data,
financial information, memoranda, presentations or any other materials or information provided
or addressed to the Company, the Company OP or any of its Representatives are not and shall
not be deemed to be or include representations or warranties unless any such materials or
information are the subject of any express representation or warranty set forth in Article IV.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES
OF PARENT, PARENT OP AND MERGER SUB

Except as set forth in (i) the Parent SEC Documents filed with the SEC on or after
January 1, 2020 and publicly available prior to the date of this Agreement (the “Filed Parent SEC
Documents”); provided that the applicability of any such document to any representation or
warranty is reasonably apparent on its face, or (ii) the letter, dated as of the date of this
Agreement, from Parent, Parent OP and Merger Sub to the Company and the Company OP (the
“Parent Disclosure Letter”), Parent, Parent OP and Merger Sub, jointly and severally, represent
and warrant as of the date hereof (except to the extent that a representation, warranty or the
Parent Disclosure Letter speaks as of another date, in which case as of such date) to the
Company and the Company OP that:

4.01Organization, Standing and Power.

(a)Parent is a corporation duly incorporated, validly existing and in good standing
under the Laws of the State of Maryland and has full corporate power and authority to own, lease
or otherwise hold and operate its properties and assets and to conduct its businesses as presently
conducted.

(b)Parent OP is a limited partnership duly formed, validly existing and in good
standing under the Laws of the State of Delaware and has full organizational power and authority

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to own, lease or otherwise hold and operate its properties and assets and to conduct its businesses
as presently conducted.

(c)Merger Sub is a limited liability company formed, validly existing and in good
standing under the Laws of the State of Maryland and has full organizational power and
authority to own, lease or otherwise hold and operate its properties and assets and to conduct its
businesses as presently conducted. Parent is the sole member of, and owns 100% of the
membership interests in, Merger Sub.

(d)Each of Parent, Parent OP and Merger Sub is duly qualified or licensed to do
business and is in good standing (to the extent the concept is recognized by such jurisdiction) in
each jurisdiction where the nature of its business or its ownership, leasing or operation of its
properties makes such qualification or licensing necessary, except where the failure to be so
qualified or licensed or to be in good standing, individually or in the aggregate, would not
reasonably be likely to have a Parent Material Adverse Effect.

(e)Each Parent Subsidiary (i) is duly organized, validly existing, in good standing (to
the extent the concept is recognized by such jurisdiction) under the Laws of the jurisdiction of its
organization, (ii) has all requisite corporate, partnership, limited liability company or other
company (as the case may be) power and authority to conduct its business as now being
conducted, and (iii) is duly qualified or licensed to do business and is in good standing (to the
extent the concept is recognized by such jurisdiction) in each jurisdiction in which the nature of
its business or the ownership, leasing or operation of its properties makes such qualification or
licensing necessary, except for those jurisdictions where the failure to be so qualified or licensed
or to be in good standing would not reasonably be expected to have, individually or in the
aggregate, a Parent Material Adverse Effect.

(f)Section 4.01(f) of the Parent Disclosure Letter sets forth a true and complete list
of the Parent Subsidiaries and their respective jurisdictions of incorporation or organization, as
the case may be, the jurisdictions in which Parent and the Parent Subsidiaries are qualified or
licensed to do business, and the type of and percentage of interest held, directly or indirectly, by
Parent in each Parent Subsidiary, including a list of each Parent Subsidiary that is a Qualified
REIT Subsidiary or a Taxable REIT Subsidiary and each Parent Subsidiary that is an entity
taxable as a corporation which is neither a Qualified REIT Subsidiary nor a Taxable REIT
Subsidiary.

(g)Parent has made available to the Company complete and correct copies of the
organizational documents or governing documents of Parent and Parent OP and each other
Parent Subsidiary, including without limitation complete and correct copies of the Parent
Articles and Parent Bylaws.

(h)Neither Parent nor any Parent Subsidiary directly or indirectly owns any interest
or investment (whether equity or debt) in any Person (other than in the Parent Subsidiaries and
investments in short-term securities).

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4.02Capital Structure.

(a)The authorized capital stock of Parent consists of 300,000,000 shares of the
Parent Common Stock and 50,000,000 shares of preferred stock, par value $0.01 per share (the
“Parent Preferred Stock” and, together with the Parent Common Stock, the “Parent Capital
Stock”). At the close of business on the Measurement Date, (a) 105,113,103 shares of the Parent
Common Stock were issued and outstanding, including 260,296 restricted shares, and (b) no
shares of Parent Preferred Stock were issued or outstanding. All issued and outstanding shares
of the capital stock of Parent are duly authorized, validly issued, fully paid and non-assessable,
and no class of capital stock of Parent is entitled to preemptive rights.  Except as set forth above,
at the close of business on the Measurement Date, no shares of capital stock or other voting
securities of Parent were issued, reserved for issuance or outstanding except for (1) an aggregate
of 552,361 shares of Parent Capital Stock reserved for issuance upon redemption of an aggregate
of 552,361 Parent OP Common Units in accordance with the current limited partnership
agreement of Parent OP, and (2) assuming payout of performance share units at target, an
aggregate of 1,083,009 shares of Parent Capital Stock reserved for issuance upon settlement or
redemption of any restricted share units or performance share units granted under Parent’s 2016
Long Term Incentive Plan. There are no bonds, debentures, notes or other indebtedness of
Parent or any Parent Subsidiary having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matters on which holders of the Parent Common
Stock, the Parent OP Common Units or the general partnership interests in Parent OP may vote
(“Voting Parent Debt”). As of the Measurement Date, there were no options, warrants, rights,
convertible or exchangeable securities, commitments, or undertakings of any kind to which
Parent or any Parent Subsidiary was a party or by which any of them was bound (i) obligating
Parent or any Parent Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold,
additional shares of capital stock or other equity interests in, or any security convertible or
exercisable for or exchangeable into any capital stock of or other equity interest in, Parent or of
any Parent Subsidiary or any Voting Parent Debt or (ii) obligating Parent or any Parent
Subsidiary to issue, grant, extend or enter into any such option, warrant, security, commitment or
undertaking. At the close of business on the Measurement Date, there are 105,665,564 Parent
OP Common Units issued and outstanding and no preferred units of Parent OP issued and
outstanding. There are no partners of Parent OP or holders of Parent OP Common Units other
than as set forth on Section 4.02(a) of the Parent Disclosure Letter. Section 4.02(a) of the Parent
Disclosure Letter sets forth the number of partnership units held by each partner in Parent OP.
Parent is the sole general partner of Parent OP and owns the general partnership interest free and
clear of any Liens and all Parent OP Common Units have been duly authorized and validly
issued and are free of preemptive rights. The representations and warranties set forth in this
Section 4.02 shall be qualified by the Parent Common Stock Offering as described in Section
6.10.

(b)Except as set forth above and as set forth on Section 4.02(b) of the Parent
Disclosure Letter, as of the close of business on the Measurement Date, there were no
(i) restricted shares, restricted share units, stock appreciation rights, performance shares,
performance share units, contingent value rights, “phantom” stock or similar securities or rights
that are derivative of, or provide economic benefits based, directly or indirectly, on the value or
price of, any capital stock of, or other voting securities or ownership interests in, Parent or any
Parent Subsidiary, (ii) voting trusts, proxies or other similar agreements or understandings to

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which Parent or any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary
was bound with respect to the voting of any shares of capital stock of Parent or any Parent
Subsidiary, or (iii) contractual obligations or commitments of any character to which Parent or
any Parent Subsidiary was a party or by which Parent or any Parent Subsidiary was bound
restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of
Parent or any Parent Subsidiary. Neither Parent nor any Parent Subsidiary has granted any
preemptive rights, anti-dilutive rights or rights of first refusal or similar rights with respect to any
of its capital stock or other equity interests.

(c)Except as set forth on Section 4.02(c) of the Parent Disclosure Letter, all of the
outstanding shares of capital stock or other equity interests of each Parent Subsidiary are owned
by Parent, by another Parent Subsidiary or by Parent and another Parent Subsidiary, free and
clear of all Liens and free of any restriction on the right to vote, sell or otherwise dispose of such
capital stock or other equity interests other than transfer and other restrictions under applicable
federal and state securities Laws.

(d)All dividends or other distributions on the shares of Parent Common Stock and
any material dividends or other distributions on any securities of any Parent Subsidiary which
have been authorized and declared prior to the date hereof have been paid in full (except to the
extent such dividends have been publicly announced and are not yet due and payable).

4.03Authority; Execution and Delivery; Enforceability.

(a)Each of Parent, Parent OP and Merger Sub has all requisite corporate, limited
partnership or limited liability company power and authority, as applicable, to execute and
deliver this Agreement and, subject to receipt of the Parent Stockholder Approval, to
consummate the Transactions. The execution, delivery and performance by each of Parent,
Parent OP and Merger Sub of this Agreement and the consummation by it of the Transactions
have been duly authorized by all necessary corporate action on the part of Parent, partnership
action on the part of Parent OP, and limited liability company action on the part of Merger Sub,
and no other corporate, limited partnership or limited liability company actions, as applicable, on
the part of Parent, Parent OP and Merger Sub are necessary to authorize this Agreement, the
Merger or the other Transactions, subject to receipt of the Parent Stockholder Approval. Each of
Parent, Parent OP and Merger Sub has duly executed and delivered this Agreement, and,
assuming due authorization, execution and delivery by the other parties hereto, this Agreement
constitutes the legal, valid and binding obligations of Parent, Parent OP and Merger Sub,
respectively, enforceable against each of Parent, Parent OP and Merger Sub in accordance with
its terms, subject to the Bankruptcy and Equity Exception.

(b)The Parent Board, at a meeting duly called and held, duly adopted resolutions
approving this Agreement, the Merger and the other Transactions, and (ii) recommending that
Parent’s stockholders approve the issuance of Parent Common Stock in the Company Merger as
contemplated by this Agreement.

(c)Parent, as the sole general partner of Parent OP, has adopted this Agreement and
approved the Partnership Merger and the other Transactions (“Parent OP GP Approval”).

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(d)Parent, as the sole member of the Merger Sub, has approved this Agreement, the
Company Merger and the other Transactions.

4.04No Conflicts; Consents.

(a)Except as set forth on Section 4.04(a) of the Parent Disclosure Letter, the
execution and delivery by each of Parent, Parent OP and Merger Sub of this Agreement do not,
and the consummation of the Merger and the other Transactions and compliance with the terms
hereof will not, assuming receipt of the Parent Stockholder Approval, conflict with, or result in
any violation or breach of or default (with or without notice or lapse of time, or both) under, or
give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or
the loss of a material benefit under, or result in the creation of any Lien upon any of the
properties or assets of Parent, Parent OP or any Parent Subsidiaries under, any provision of (i)
the charter, bylaws or other organizational documents of Parent, Parent OP and Merger Sub or
any Parent Subsidiaries, (ii) any Contract to which Parent, Parent OP, Merger Sub or any Parent
Subsidiaries is a party or by which any of their respective properties or assets is bound or (iii)
subject to the filings and other matters referred to in Section 4.04(b), any Judgment or Law
applicable to Parent, Parent OP, Merger Sub or any Parent Subsidiaries or their respective
properties or assets, other than, in the case of clauses (ii) and (iii) above, any such items that,
individually or in the aggregate, would not reasonably be likely to have a Parent Material
Adverse Effect.

(b)No Consent of, or registration, declaration or filing with, or permit from, any
Governmental Entity is required to be obtained or made by or with respect to Parent, Parent OP
or any Parent Subsidiaries in connection with the execution, delivery and performance of this
Agreement or the consummation of the Transactions, other than (i) the filing with the SEC of
(A) the Joint Proxy Statement and of the Form S-4 and the declaration of the effectiveness of the
Form S-4, and (B) such reports under Section 13 of the Exchange Act as may be required in
connection with this Agreement, the Merger and the other Transactions, (ii) such filings as may
be required under any state securities Laws, (iii) the filing of the Articles of Merger with and
acceptance for record of the Articles of Merger by the SDAT, (iv) the filing of the Partnership
Certificate of Merger and the Company Certificate of Merger with the SOS, (v) such filings as
may be required in connection with the Taxes described in Section 6.08, (vi) such filings as may
be required under the rules and regulations of the NYSE and (vii) such other items that would
not reasonably be likely to, individually or in the aggregate, have a Parent Material Adverse
Effect.

4.05SEC Documents; Financial Statements; Undisclosed Liabilities.

(a)Parent has filed or furnished, as applicable, all reports, schedules, forms,
certifications, statements and other documents on a timely basis with the SEC required to be filed
or furnished, as applicable, by Parent since and including January 1, 2020 through the date of
this Agreement under the Exchange Act or Securities Act (such documents, together with any
documents and information incorporated therein by reference and together with any documents
filed during such period by Parent with the SEC on a voluntary basis on Current Reports on
Form 8-K, the “Parent SEC Documents”).

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(b)As of its respective date, each Parent SEC Document complied (or with respect to
Company SEC Documents filed after the date hereof, will comply) as to form in all material
respects with the requirements of the Exchange Act and the Securities Act and the rules and
regulations of the SEC promulgated thereunder applicable to such Parent SEC Document, each
as in effect on the date so filed. As of their respective dates (or, if amended prior to the date
hereof, as of the date of such amendment), except to the extent revised or superseded by a later
filed Parent SEC Document, none of the Parent SEC Documents contained (or with respect to
Company SEC Documents filed after the date hereof, will contain) any untrue statement of a
material fact or omitted to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they were made,
not misleading.

(c)Each of the financial statements (including the related notes) of Parent included in
the Parent SEC Documents, complied as to form at the time it was filed in all material respects
with the applicable accounting requirements and the published rules and regulations of the SEC
with respect thereto in effect at the time of filing, was prepared in accordance with GAAP in all
material respects (except, in the case of unaudited financial statements, as permitted by the rules
and regulations of the SEC) applied on a consistent basis during the periods involved (except as
may be indicated in the notes thereto) and fairly presented in all material respects the
consolidated financial position of Parent and its consolidated Subsidiaries as of the dates thereof
and the consolidated results of their operations and cash flows for the periods shown (subject, in
the case of unaudited financial statements, to normal year-end audit adjustments).

(d)None of Parent or any Parent Subsidiary has any liabilities or obligations of any
nature (whether accrued, absolute, contingent or otherwise) except liabilities or obligations (i)
disclosed and provided for in the most recent financial statements included in the Filed Parent
SEC Documents or of a nature not required by GAAP to be reflected thereon, (ii) related to the
future performance of any Contract, (iii) incurred or arising in the ordinary course of business
consistent with past practice since the date of the most recent financial statements included in the
Filed Parent SEC Documents, (iv) incurred under this Agreement or in connection with the
Transactions, (v) disclosed on Section 4.05(d) of the Parent Disclosure Letter, (vi) as would not
reasonably be likely to, individually or in the aggregate, have a Parent Material Adverse Effect
or (vii) that will be discharged or paid in full prior to the Closing Date.

(e)Section 4.05(e) of the Parent Disclosure Letter sets forth with respect to all
Indebtedness of Parent and the Parent Subsidiaries for borrowed money outstanding on the date
hereof: (i) the amount of such indebtedness, (ii) the lender of such indebtedness, (iii) the interest
rate of such indebtedness, (iv) the maturity date of such indebtedness and (v) the collateral
securing such indebtedness.

(f)Since January 1, 2020, Parent has established and maintained a system of internal
control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act). Such internal controls provide reasonable assurance (i) regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with
GAAP, (ii) that transactions are executed in accordance with management’s general or specific
authorizations, (iii) that transactions are recorded as necessary to permit preparation of financial
statements and to maintain asset accountability, (iv) that access to assets is permitted only in

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accordance with management’s general or specific authorization and (v) that the recorded
accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Since January 1, 2020, (x) Parent has
designed and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) to ensure that material information required to be disclosed
by Parent in the reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC’s rules and forms and is
accumulated and communicated to Parent’s management as appropriate to allow timely decisions
regarding required disclosure, (y) to the Knowledge of Parent, such disclosure controls and
procedures are effective in timely alerting the principal executive officer and principal financial
officer of Parent to material information required to be included in Parent’s periodic reports
required under the Exchange Act, and (z) Parent’s principal executive officer and its principal
financial officer have disclosed to Parent’s independent registered public accounting firm and the
audit committee of the Parent Board (and made summaries of such disclosures available to the
Company) (A) all known significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting that are reasonably likely to adversely
affect in any material respect Parent’s ability to record, process, summarize and report financial
information, and (B) any known fraud, whether or not material, that involves management or
other employees who have a significant role in Parent’s internal controls over financial reporting.
As of the date of this Agreement, the principal executive officer and principal financial officer of
Parent have made all certifications required by the Xxxxxxxx-Xxxxx Act of 2002 and the
regulations of the SEC promulgated thereunder, and the statements contained in all such
certifications were, as of their respective dates made, complete and correct in all material
respects.

4.06Information Supplied. None of the information supplied or to be supplied by or
on behalf of Parent, Parent OP and Merger Sub for inclusion or incorporation by reference in
(a) the Form S-4 will, at the time such document is filed with the SEC, at any time such
document is amended or supplemented or at the time such document is declared effective by the
SEC, contain any untrue statement of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading, or (b) the Joint Proxy Statement will,
at the date that it is first mailed to the Company’s stockholders or Parent’s stockholders, at the
time of the Company Stockholder Meeting and Parent Stockholder Meeting, at the time the Form
S-4 is declared effective by the SEC or at the Effective Time, contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary in order
to make the statements therein, in light of the circumstances under which they are made, not
misleading. The Joint Proxy Statement, at the date such materials are first mailed to the
Company’s stockholders or Parent’s stockholders and at the time of the Company Stockholder
Meeting and the Parent Stockholder Meeting, will comply as to form in all material respects with
the requirements of the Exchange Act and the rules and regulations thereunder. No
representation or warranty is made by Parent, Parent OP and Merger Sub in this Section 4.06
with respect to statements made or incorporated by reference therein based on information
supplied by the Company, the Company OP, or any of their respective Representatives for
inclusion or incorporation by reference therein.

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4.07Absence of Certain Changes or Events. Since January 1, 2021, (i) there has not
been any Event that, individually or together with any other Event, has had or would reasonably
be likely to have a Parent Material Adverse Effect, and (ii) except in connection with this
Agreement and the Transactions or as expressly contemplated or permitted by this Agreement,
Parent and each Parent Subsidiary has conducted its respective business in all material respects
only in the ordinary course of business consistent with past practice.

4.08Taxes.

(a)Each of Parent and the Parent Subsidiaries (i) has timely filed (or had filed on
their behalf) all U.S. federal income and other material Tax Returns (as defined below) required
to be filed by it (after giving effect to any filing extension granted by a Taxing Authority) under
applicable Law and such Tax Returns are true, correct and complete in all material respects, and
(ii) has timely paid (or had timely paid on its behalf) all U.S. federal income and other material
Taxes shown on such Tax Returns, other than Taxes being contested in good faith and for which
adequate reserves have been established in Parent’s most recent financial statements contained in
the Filed Parent SEC Documents. Neither Parent nor any of the Parent Subsidiaries has executed
or filed with the IRS or any other Taxing Authority any agreement, waiver or other document or
arrangement extending the period for assessment or collection of material Taxes (including, but
not limited to, any applicable statute of limitation).

(b)Parent (i) for each taxable year commencing with its taxable year ended
December 31, 2011, and through and including the Closing Date, has been organized in
conformity with the requirements for qualification and taxation as a REIT and (ii) has operated
since March 26, 2011 to the date hereof in a manner to enable it to qualify for taxation as a REIT
and has a proposed method of operation that will enable it to continue to qualify for taxation as a
REIT for the taxable year that includes the date hereof.

(c)No Parent Subsidiary is a corporation for U.S. federal income tax purposes, other
than a corporation that, at all times during which Parent has held, directly or indirectly, its stock,
has qualified as a Qualified REIT Subsidiary or as a Taxable REIT Subsidiary.

(d)Each Parent Subsidiary that is a partnership, joint venture, trust or limited liability
company has been, since its formation, treated for U.S. federal income tax purposes as a
partnership or disregarded entity, as the case may be, and not as a corporation or an association
taxable as a corporation, or a “publicly traded partnership” within the meaning of
Section 7704(b) of the Code.

(e)Neither Parent nor any Parent Subsidiary holds any asset the disposition of which
would be subject to Treasury Regulation Section 1.337(d)-7, nor have they disposed of any asset
during its current taxable year.

(f)Since its inception, neither Parent nor any Parent Subsidiary has incurred (i) any
material liability for Taxes under Sections 857(b)(1), 857(b)(4), 857(b)(5), 857(b)(6)(A),
857(b)(7), 860(c) or 4981 of the Code, or Treasury Regulations Sections 1.337(d)-5, 1.337(d)-6,
or 1.337(d)-7, (ii) any material liability for Taxes under Sections 857(b)(5) (for income test
violations), 856(c)(7)(C) (for asset test violations), or 856(g)(5)(C) (for violations of other

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qualification requirements applicable to REITs) or (iii) any material liability for Tax other than
(A) in the ordinary course of business consistent with past practice, or (B) transfer or similar
Taxes arising in connection with sales of property. No event has occurred, and to the Knowledge
of Parent no condition or circumstances exists, which presents a material risk that any material
liability for Taxes described clauses (i), (ii), or (iii) of the preceding sentence will be imposed
upon Parent or any Parent Subsidiary.

(g)All material deficiencies asserted or assessments made with respect to Parent or
any Parent Subsidiary as a result of any examinations by the IRS or any other Taxing Authority
of the Tax Returns of Parent or any Parent Subsidiary have been fully paid and, to the
Knowledge of Parent, there are no other audits, examinations or other proceedings relating to any
material Taxes of Parent or any Parent Subsidiary by any Taxing Authority in progress. Neither
Parent nor any Parent Subsidiary has received any written notice from any Taxing Authority that
it intends to conduct such an audit, examination or other proceeding in respect of Taxes or to
make any assessment for material Taxes and, to the Knowledge of Parent, no such audit,
examination, or other proceeding is threatened. Neither Parent nor any Parent Subsidiary is a
party to any litigation or pending litigation or administrative proceeding relating to Taxes (other
than litigation dealing with appeals of property Tax valuations).

(h)Parent and the Parent Subsidiaries have complied, in all material respects, with all
applicable Laws relating to the payment and withholding of Taxes (including withholding of
Taxes pursuant to Sections 1441, 1442, 1445, 1446, 1471, and 3402 of the Code or similar
provisions under any foreign Laws) and have duly and timely withheld and paid over to the
appropriate Taxing Authorities all material amounts required to be so withheld and paid over on
or prior to the due date thereof under all applicable Laws.

(i)No claim has been made in writing by a Taxing Authority in a jurisdiction where
Parent or any Parent Subsidiary does not file Tax Returns that Parent or any such Parent
Subsidiary is or may be subject to a material amount of Taxes in that jurisdiction and, to the
Knowledge of Parent, no such claim is threatened.

(j)Neither Parent nor any Parent Subsidiary has requested any extension of time
within which to file any material Tax Return, which material Tax Return has not yet been filed.

(k)Neither Parent nor any Parent Subsidiary has entered into any “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision
of state, local or foreign income Tax Law.

(l)Neither Parent nor any Parent Subsidiary is a party to any Tax sharing or similar
agreement or arrangement, other than any agreement or arrangement solely between Parent and
any Parent Subsidiary, pursuant to which it will have any obligation to make any payments after
the Closing.

(m)Neither Parent nor any Parent Subsidiary has requested or received a private letter
ruling from, or other similar written ruling from, or requested or entered into a binding
agreement with, the IRS or other Taxing Authorities relating to Taxes.

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(n)There are no Liens for Taxes (other than the Parent Permitted Liens) upon any of
the assets of Parent or any Parent Subsidiary except Liens for Taxes not yet due and payable or
that are being contested in good faith by appropriate proceedings and for which adequate
reserves have been established in accordance with GAAP.

(o)Neither the Parent nor any Parent Subsidiary is subject, directly or indirectly, to
any Tax Protection Agreements in force at the date of this Agreement (other than customary Tax
indemnification provisions in commercial Contracts not primarily relating to Taxes), other than
as disclosed in Section 4.08(o) of the Parent Disclosure Letter, and as of the date of this
Agreement, no person has raised in writing, or to the knowledge of the Parent threatened to raise,
a material claim against the Parent or any Parent Subsidiary for any breach of any Tax Protection
Agreements.

(p)Neither Parent nor any Parent Subsidiary is a party to any “reportable transaction”
as such term is used in the Treasury regulations under Section 6011 of the Code.

(q)Section 4.08(q) of the Parent Disclosure Letter sets forth each Parent Subsidiary
and whether such Parent Subsidiary is, for U.S. federal income Tax purposes, a partnership,
disregarded entity, a Qualified REIT Subsidiary or a Taxable REIT Subsidiary.

(r)Neither Parent nor any Parent Subsidiary (i) has been a member of an affiliated
group filing a consolidated U.S. federal income Tax Return or (ii) has any liability for the Taxes
of any Person (other than Parent or any Parent Subsidiary) under Treasury Regulations Section
1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by
contract, or otherwise.

(s)Neither Parent nor any of the Parent Subsidiaries has entered into any “closing
agreement” as described in Section 7121 of the Code (or any corresponding or similar provision
of state, local or foreign income Tax Law).

(t)Neither the Parent nor any Parent Subsidiary (i) has been a member of an
affiliated group filing a consolidated U.S. federal income Tax Return or (ii) has any liability for
the Taxes of any Person (other than any Parent Subsidiary) under Treasury Regulation Section
1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by
Contract or otherwise.

(u)Neither Parent nor any Parent Subsidiary has constituted either a “distributing
corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the
Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code
in the two (2) years prior to the date of this Agreement.

(v)No written power of attorney that has been granted by Parent or any Parent
Subsidiary (other than to Parent or any Parent Subsidiary) currently is in force with respect to
any matter relating to Taxes.

(w)Notwithstanding any provision herein to the contrary, the representations in this
Section 4.08 are the sole representations of Parent and the Parent Subsidiaries regarding their
Tax matters.

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4.09Labor Relations.

(a)Parent and the Parent Subsidiaries have correctly classified employees as exempt
employees and non-exempt employees under the Fair Labor Standards Act and any comparable
state Laws. All current consultants or independent contractors, and those who have been
engaged within the past three (3) years, of each member of Parent or the Parent Subsidiaries
(“Parent Contractors”) have been properly classified as independent contractors for purposes of
Social Security Laws, Tax Laws, Laws applicable to employee benefits and/or other Laws. All
Parent Contractors are not, and have never been, entitled to any employment benefits from
Parent or the Parent Subsidiaries.

(b)Except as set forth in Section 4.09(b) of Parent Disclosure Letter, each employee
of Parent or the Parent Subsidiaries is terminable at will, without payment of severance or other
compensation or consideration (other than compensation required to be paid under applicable
Law), and without advance notice. Except as set forth in Section 4.09(b) of Parent Disclosure
Letter, Parent and the Parent Subsidiaries do not have any Contracts with any employees or
Parent Contractors currently in effect or under which there are ongoing Liabilities that are not
terminable at will or upon up to 30 days’ notice (other than agreements with the sole purpose of
providing for the confidentiality of proprietary information, other restrictive covenants or
assignment of inventions). Except as set forth on Section 4.09(b) of Parent Disclosure Letter, all
Parent Contractors have executed a standard independent contractor or consulting agreement, as
applicable, which includes usual and customary terms and conditions in light of the services
contemplated by such agreement. Parent and the Parent Subsidiaries have made available to the
Company accurate and complete copies of all standard employment agreement(s), consulting
agreement(s) and restrictive covenants agreement.

(c)Parent and the Parent Subsidiaries: (i) are, and for the last three (3) years have
been, in material compliance with all applicable Laws respecting employment of employees and
engagement of independent contractors, including (but not limited to) employment practices,
collective bargaining agreements, Social Security and Health and Safety obligations, terms and
conditions of employment, termination of employment, discrimination, wages, wage protection,
pay slips, notices to employees, prevention of sexual harassment, worker classification,
enforcement of labor laws, hours of work, overtime and overtime payment, working during rest
days, privacy issues, background checks, drug testing, accommodations, leaves of absence,
fringe benefits, and wages and hours (including, where and to the extent applicable: the health
care continuation requirements of COBRA, the requirements of the Family and Medical Leave
Act of 1993, as amended, the requirements of the Health Insurance Portability and
Accountability Act of 1996, as amended, the requirements of the Families First Coronavirus
Response Act of 2020, and any similar provisions of applicable Law); (ii) have withheld, paid
and reported all amounts required by Law or by Contract to be withheld, paid and reported with
respect to compensation, wages, salaries and other payments to employees or Parent Contractors
of Parent and the Parent Subsidiaries; (iii) are not liable for any arrears of wages or any Taxes;
and (iv) are not liable for any payment to any trust or other fund governed by or maintained by or
on behalf of any Governmental Authority with respect to unemployment compensation benefits
or other benefits for employees of Parent and the Parent Subsidiaries (other than routine
payments to be made in the Ordinary Course of Business). There are no pending or, to the
Knowledge of Parent, threatened Actions against Parent and the Parent Subsidiaries or any

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Affiliate of Parent and the Parent Subsidiaries under any worker’s compensation policy or long-
term disability policy. In the past three (3) years, neither Parent nor the Parent Subsidiaries, nor
any of their officers, have received any written notice of intent by any Governmental Authority
responsible for the enforcement of labor or employment Laws (including Laws relating to
workplace safety and health, wage and hour, and immigration) to conduct an investigation or
audit relating to Parent or the Parent Subsidiaries and, to Parent’s Knowledge, no such
investigation is in progress.

(d)Parent and the Parent Subsidiaries are not now, and in the past three (3) years
have not been, subject to a union organizing effort. Parent and the Parent Subsidiaries are not
subject, and have never been subject, to any collective bargaining agreement, labor contract, or
any other Contract or legally binding commitment with any trade or labor union, employees’
association, works council, or similar organization, or involved in or aware of any current labor
or industrial disputes or negotiations with any such body with respect to their employees or
Parent Contractors. Parent and the Parent Subsidiaries are not engaged, and have never been
engaged, in any unfair labor practice. Parent and the Parent Subsidiaries have not had in the past
three (3) years any strike, slowdown, work stoppage, lockout, job action or threat thereof, or
question concerning representation, by or with respect to any of Parent or the Parent
Subsidiaries’ employees.

(e)No executive officer of the Parent has given notice of resignation or, to the
Knowledge of Parent, currently intends to terminate his or her service with Parent, and to the
Knowledge of Parent, no executive officer of Parent has received or accepted an offer to join a
business that is competitive with Parent’s business.

(f)In the past three (3) years, Parent and the Parent Subsidiaries have not been a
party to any Action, or received written notice of any threatened Action, in which Parent or the
Parent Subsidiaries were, or are, alleged to have violated any Contract or Law relating to
employment of employees or engagement of independent contractors, including equal
opportunity, discrimination, whistleblowing, harassment, immigration, wages, hours, unpaid
compensation, classification of employees as exempt from overtime or minimum wage Laws,
benefits, collective bargaining, pension, severance pay, employee privacy, termination of
employment or engagement, the payment of social security and similar Taxes, occupational
safety and health, and/or privacy rights of employees or independent contractors, other than any
Actions that would not reasonably be likely to, individually or in the aggregate, have a Parent
Material Adverse Effect.

(g)There have been no “mass layoffs,” “employment losses” or “plant closings” or
comparable event as defined by the WARN Act at Parent or the Parent Subsidiaries nor have
Parent or the Parent Subsidiaries engaged in any lay-offs or employment terminations sufficient
in number to trigger application of any such Law.

(h)To Parent’s Knowledge, there have been no allegations of sexual or other
harassment or discrimination or sexual misconduct involving any current or former director or
officer of Parent or the Parent Subsidiaries. Parent and the Parent Subsidiaries have not entered
into any settlement agreement related to allegations of sexual harassment or sexual misconduct
by any current or former director or officer of Parent or the Parent Subsidiaries.

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(i)Parent and the Parent Subsidiaries are in compliance with all Laws (including but
not limited to the Coronavirus Aid, Relief, and Economic Security Act and the Families First
Coronavirus Response Act of 2020) related to any public health emergency (including but not
limited to COVID-19) with respect to employees and independent contractors applicable to any
location in which Parent operates. Parent and the Parent Subsidiaries have not received any
complaint from any employee or Contractor alleging that Parent or the Parent Subsidiaries are
not in compliance with workplace Laws related to any public health emergency or failed to
provide a safe working environment, appropriate equipment or accommodation in relation to any
public health emergency. Parent and the Parent Subsidiaries did not implement any furloughs or
layoffs or reductions in hours due to COVID-19.

(j)To the Knowledge of Parent, no employee of Parent or the Parent Subsidiaries or
Parent Contractor is subject to any non-compete, non-solicitation, non-disclosure,
confidentiality, employment, consulting or similar contracts with a third party that are in conflict
with his/her employment or engagement with Parent or the Parent Subsidiaries. Parent and the
Parent Subsidiaries have not received any written notice alleging that any violation of any such
contracts has occurred. To the Knowledge of Parent, no employee of Parent or the Parent
Subsidiaries or Parent Contractor is in violation of (i) any term of any employment or consulting
Contract with Parent or the Parent Subsidiaries or (ii) any term of any other Contract or any
restrictive covenant relating to the right of any such employee or Parent Contractor to be
employed by or to render services to Parent and the Parent Subsidiaries or to use trade secrets or
proprietary information of others. To the Knowledge of Parent, the employment of any
employee or engagement of any Contractor by Parent or the Parent Subsidiaries does not subject
Parent or the Parent Subsidiaries to any Liability to any third party.

4.10Employee Benefits.

(a)Section 4.10(a) of the Parent Disclosure Letter lists each Benefit Plan that is
sponsored, maintained or contributed to by Parent or any Parent ERISA Affiliate for the benefit
of any current or former employee, officer, director or consultant of Parent or any Parent
Subsidiary, or under which Parent or any Parent ERISA Affiliate has or may have any obligation
or liability (collectively, the “Parent Benefit Plans”).

(b)Parent has made available to Parent true and complete copies of the following
with respect to Parent Benefit Plans, as applicable: (i) the Parent Benefit Plan and current
amendments thereto (and in the case of an unwritten Parent Benefit Plan, a written description
thereof), (ii) the most recently filed annual report on Form 5500, (iii) the most recently received
IRS determination letter or opinion letter, (iv) the most recent summary plan description and all
material modifications thereto, (v) the most recent actuarial report or other financial statement
relating to such Parent Benefit Plan, (vi) the most recent nondiscrimination tests performed under
the Code, and (vii) all filings made with any Governmental Entity, including but not limited to
any filings under the Employee Plans Compliance Resolution System or the Department of
Labor Delinquent Filer Program.

(c)Each Parent Benefit Plan that is intended to be qualified under Section 401(a) of
the Code has received a favorable determination letter from the IRS, or is entitled to rely on a
favorable opinion issued by the IRS, and no fact or event has occurred since the date of such

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determination or opinion letter that would reasonably be likely to adversely affect the qualified
status of any such Parent Benefit Plan.

(d)Each Parent Benefit Plan has been operated in all respects in material compliance
with its terms and the requirements of all applicable Laws, including ERISA and the Code, and
all reports, documents and notices required to be filed with respect to each Parent Benefit Plan
have been timely filed.

(e)Neither Parent nor any Parent ERISA Affiliate sponsors or contributes to, has
sponsored or contributed to, or has any current or contingent liability under any Benefit Plan that
is subject to the provisions of Section 412 of the Code or Title IV or Section 302 of ERISA, is a
voluntary employee beneficiary association, is a multiemployer plan within the meaning of
Section 3(37) of ERISA, is a multiple employer plan described in Section 413 of the Code or is a
multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA. Neither
Parent nor any Parent Subsidiary has any liability with respect to any Benefit Plan that provides
for any post-employment or postretirement health or medical or life insurance benefits for
retired, former or current employees of Parent or any Parent Subsidiary, except (i) as required by
Section 4980B of the Code or (ii) coverage or benefits in the nature of severance not to exceed
eighteen (18) months under the employment, severance or change in control plans or agreements
listed in Section 4.10(a) of the Parent Disclosure Letter.

(f)No material action, suit, investigation, audit, proceeding or claim (other than
routine claims for benefits) is pending against or involves or, to the Knowledge of Parent, is
threatened against or threatened to involve, any Parent Benefit Plan before any court or arbitrator
or any Governmental Entity, including the IRS, the Department of Labor or the Pension Benefit
Guaranty Corporation.

(g)Each Parent Benefit Plan that constitutes a “non-qualified deferred compensation
plan” within the meaning of Section 409A of the Code, materially complies in both form and
operation with the requirements of Section 409A of the Code so that no amounts paid pursuant to
any such Parent Benefit Plan are subject to tax under Section 409A of the Code. No payment
required to be made to any service provider by Parent as a result of the closing of the transaction
contemplated by this Agreement will be subject to tax under Section 409A of the Code.

(h)Except as set forth on Section 4.10(h) of the Parent Disclosure Letter, neither the
execution and delivery of this Agreement nor the consummation of the transactions contemplated
hereby (either alone or in combination with any other event) will result in any payment,
acceleration, vesting or creation of any rights of any person to benefits under any Parent Benefit
Plan. Except as set forth on Section 4.10(h) of the Parent Disclosure Letter, no amount that could
be received (whether in cash, property, the vesting of property or otherwise) as a result of or in
connection with the consummation of the transactions contemplated by this Agreement (either
alone or in combination with any other event), by any employee, officer, director or other service
provider of Parent or any Parent Subsidiary who is a “disqualified individual” (as such term is
defined in Treasury Regulation Section 1.280G-1) could be characterized as an “excess
parachute payment” (as defined in Section 280G(b)(1) of the Code). No such current or former
employee, officer, director or consultant of the Parent or any Parent ERISA Affiliate has any

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“gross up” agreements or other assurance of reimbursement for any taxes resulting from any
such “excess parachute payments”.

(i)No employee of Parent or any Parent Subsidiary has any entitlement to continue
to be employed by Parent or any Parent Subsidiary from and after the Closing.

(j)The Parent and each Parent ERISA Affiliate, have, for any relevant period,
offered the requisite number of “full-time employees” group health coverage that is “affordable”
and of “minimum value” (as such terms are defined by the employer shared responsibility
provisions of the Patient Protection and Affordable Care Act).

(k)The term “Parent ERISA Affiliate” means any entity that, together with Parent,
would be treated as a single employer under Section 414 of the Code.

4.11Litigation. From January 1, 2020 through the date of this Agreement, there has
been no claim, suit, action, arbitration or proceeding pending or, to the Knowledge of Parent,
threatened against Parent or any Parent Subsidiary or any executive officer or director of Parent
(in their capacity as such), other than as have not had and would not reasonably be expected to
have, individually or in the aggregate, a Parent Material Adverse Effect (each a “Parent
Specified Action”). There is no material Judgment outstanding against Parent or any Parent
Subsidiary or any of their respective assets. From January 1, 2020 through the date of this
Agreement, Parent has not received any written notification of any, and to the Knowledge of
Parent there is no, investigation by any Governmental Entity involving Parent or any Parent
Subsidiary or any of their respective assets that, could validly give rise to a Parent Specified
Action.

4.12Compliance with Applicable Laws. Since January 1, 2020, none of Parent or any
Parent Subsidiary has been, or is, in violation of, or has been given written notice of or been
charged with any violation of, any Law or order of any Governmental Entity applicable to Parent
or any Parent Subsidiary or by which any property or asset of Parent or any Parent Subsidiary is
bound (including any Law or order of any Governmental Entity relating to eviction moratoriums
or other protections of residents of rental units in connection with the COVID-19 pandemic),
other than as have not had and would not reasonably be expected to have, individually or in the
aggregate, a Parent Material Adverse Effect. Parent and each Parent Subsidiary has all Permits
necessary to conduct its business as presently conducted except those the absence of which
would not reasonably be likely to have a Parent Material Adverse Effect. To the Knowledge of
Parent, none of Parent or any Parent Subsidiary has received notice that any Permit will be
terminated or modified or cannot be renewed in the ordinary course of business.

4.13Environmental Matters. Section 4.13 of the Parent Disclosure Letter sets forth a
list of all reports related to the environmental condition of the Parent Property that have been
provided to the Company prior to the date hereof. Except as set forth in such reports or as would
not reasonably be likely to have a Parent Material Adverse Effect:

(a)to the Knowledge of Parent, Parent and the Parent Subsidiaries (i) are in
compliance with all Environmental Laws, (ii) hold all Environmental Permits and (iii) are in
compliance with their respective Environmental Permits;

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(b)none of Parent, any Parent Subsidiary or, to the Knowledge of Parent, any other
Person, has released Hazardous Substances on any real property owned, leased or operated by
Parent or the Parent Subsidiaries (other than in a de minimis amount in the ordinary course of
business in connection with the ownership and operation of the Parent Properties (e.g., cleaning
and household substances), in each case, in compliance with applicable Law);

(c)none of Parent or any Parent Subsidiary has received any written notice alleging
that Parent or any Parent Subsidiary may be in violation of, or liable under, or a potentially
responsible party pursuant to the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980 or any other Environmental Law;

(d)none of Parent or any Parent Subsidiary has entered into or agreed to any consent
decree or order or is a party to any judgment, decree or judicial order relating to compliance with
Environmental Laws, Environmental Permits or the investigation, sampling, monitoring,
treatment, remediation, removal or cleanup of Hazardous Substances and, to the Knowledge of
Parent, no investigation, litigation or other proceeding is pending or threatened in writing with
respect thereto; and

(e)none of Parent or any Parent Subsidiary has assumed, by Contract or, to the
Knowledge of Parent, by operation of Law, any liability under any Environmental Law or
relating to any Hazardous Substances or is an indemnitor in connection with any threatened or
asserted claim by any third-party indemnitee for any liability under any Environmental Law or
relating to any Hazardous Substances.

4.14Property.

(a)As of the date hereof, Parent or a Parent Subsidiary owns good, valid and
marketable fee simple title to each of the real properties identified in Section 4.14(a)(i) of the
Parent Disclosure Letter (each real property so owned, an “Owned Parent Property” and,
collectively, the “Owned Parent Properties”), and a good and valid leasehold interest in each of
the real properties identified in Section 4.14(a)(ii) of the Parent Disclosure Letter (each real
property so leased, a “Leased Parent Property” and, collectively, the “Leased Parent Properties”
and the Leased Parent Properties together with the Owned Parent Properties, the “Parent
Properties”), which comprise all of the real estate properties owned or leased by Parent and the
Parent Subsidiaries, as of the date hereof, in each case (except as provided below) free and clear
of Liens, except for Parent Permitted Liens.

(b)Except as would not, individually or in the aggregate, reasonably be expected to
have a Parent Material Adverse Effect, Parent and each of the Parent Subsidiaries has good and
sufficient title to all of the personal and non-real properties and assets reflected in their books
and records as being owned by them (including those reflected in Parent’s consolidated balance
sheet for the year ended December 31, 2020, except as since sold or otherwise disposed of in the
ordinary course of business), or used by them in the ordinary course of business, free and clear of
all Liens, except for Parent Permitted Liens.

(c)Copies of each commercial lease entered into by the Company or a Company
Subsidiary and forms of residential tenant leases for each state in which Parent or a Parent

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Subsidiary operates have been made available to the Company on or prior to the date hereof, and
to the Knowledge of Parent, each Parent Lease is in substantially the form provided for in the
state in which such Owned Parent Property is located.

(d)The rent rolls for each of the Parent Properties, as of May 25, 2021, which rent
rolls have previously been made available by or on behalf of Parent or any Parent Subsidiary to
the Company, are true and correct in all material respects with respect to Owned Parent
Properties and (i) correctly reference each lease or sublease that was in effect as of such date, and
to which Parent or a Parent Subsidiary is a party as lessor or sublessor with respect to each of the
Owned Parent Properties (each a “Parent Lease” and collectively the “Parent Leases”) and (ii)
identify the rent payable under the Parent Lease as of such date with respect to Owned Parent
Properties. Parent has provided or made available to the Company a list of all security deposit
amounts held as of May 25, 2021 under the Parent Leases and such security deposits are in the
amounts required by the applicable Parent Lease as of the date hereof and which security
deposits have been held and applied in all material respects in accordance with Law and the
applicable Parent Leases as of the date hereof.

(e)With respect to Owned Parent Properties as of the date hereof, the Owned Parent
Properties are not subject to any rights of way, restrictive covenants (including deed restrictions
or limitations issued pursuant to any Environmental Law), declarations, agreements, or Laws
affecting building use or occupancy, or reservations of an interest in title except for Parent
Permitted Liens. With respect to Leased Parent Properties as of the date hereof, to the
Knowledge of Parent, the Leased Parent Properties are not subject to any rights of way,
restrictive covenants (including deed restrictions or limitations issued pursuant to any
Environmental Law), declarations, agreements, or Laws affecting building use or occupancy, or
reservations of an interest in title except for Parent Permitted Liens.

(f)Valid policies of title insurance (each a “Parent Title Insurance Policy”) have
been issued insuring, as of the effective date of each such Parent Title Insurance Policy, Parent’s
or the applicable Parent Subsidiary’s fee simple title to or leasehold interest in each Parent
Property, subject to the matters disclosed on the Parent Title Insurance Policies and Parent
Permitted Liens. As of the date of this Agreement, to the Knowledge of Parent, each Parent Title
Insurance Policy is in full force and effect and no claim has been made against any such policy.

(g)To the Knowledge of Parent, as of the date hereof, (i) each material certificate,
Permit or license from any Governmental Entity having jurisdiction over any of the Parent
Properties or agreement, easement or other right that is necessary to permit the lawful use and
operation of the buildings and improvements on any of the Parent Properties or that is necessary
to permit the lawful egress and ingress to and from any of the Parent Properties has been
obtained and is in full force and effect, except for any such permits and approvals (A) that are
being sought in connection with the development or redevelopment of any Parent Properties, or
(B) the failure to obtain or be in full force and effect would not reasonably be likely to have a
Parent Material Adverse Effect and (ii) neither Parent nor any Parent Subsidiary has received
written notice of any material violation of any Law affecting any of the Parent Properties issued
by any Governmental Entity which has not been cured, other than violations which (I) are being
contested in good faith and with respect to which enforcement has been tolled pending the
resolution of such contest, or (II) would not, individually or in the aggregate, reasonably be

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likely to result in a Parent Material Adverse Effect. To the Knowledge of Parent, except for
Parent Permitted Liens, the buildings and improvements on the Parent Properties are located
within the boundary lines of the Parent Property, are not encroached upon, are not in violation of
any applicable setback, Law, restriction or similar agreement, and do not encroach on any other
property or any easement that may burden the Parent Property, in each case in a way that would
reasonably be likely to result in a Parent Material Adverse Effect.

(h)As of the date hereof, neither Parent nor any Parent Subsidiary has received any
written notice to the effect that (i) any condemnation or rezoning proceedings are pending or
threatened with respect to any of the Parent Properties, except for any such rezoning proceedings
that have been initiated in connection with the development or redevelopment of any of the
Parent Properties, or (ii) any Laws including any zoning regulation or ordinance, building, fire,
health or similar Law, code, ordinance, order or regulation has been violated for any Parent
Property, which in the case of clauses (i) and (ii) above, would, individually or in the aggregate,
reasonably be likely to have, a Parent Material Adverse Effect. There are no material unrestored
casualties to any Parent Property or any part thereof. The physical condition of the Parent
Property is sufficient to permit the continued conduct of the business as presently conducted
subject to the provision of usual and customary maintenance and repair performed in the
ordinary course of business, consistent with past practice.

(i)Section 4.14(i) of the Parent Disclosure Letter sets forth a correct and complete
list as of the date of this Agreement of all of the leases, subleases and licenses entitling Parent or
any Parent Subsidiary to the use or occupancy of each of the Leased Parent Properties (the
“Parent Real Property Leases”). Parent has made available to the Company copies of each
Parent Real Property Lease and all amendments or other modifications thereto, which copies are
correct and complete. To the Knowledge of Parent, as of the date hereof, each Parent Real
Property Lease is in full force and effect and neither Parent nor any Parent Subsidiary has
received a written notice that it is in default under any Parent Real Property Lease which remains
uncured. Neither Parent nor any Parent Subsidiary is and, to the Knowledge of Parent, no other
party is in breach or violation of, or default under, any Parent Real Property Lease in any
material respect. No event has occurred which would result in a material breach or violation of,
or a default under, any Parent Real Property Lease by Parent or any Parent Subsidiary or, to the
Knowledge of Parent, any other person thereto (in each case, with or without notice or lapse of
time or both). Each Parent Real Property Lease is valid, binding and enforceable in accordance
with its terms and is in full force and effect with respect to Parent or the applicable Parent
Subsidiary and, to the Knowledge of Parent, with respect to the other parties thereto. Except as
set forth on Section 4.14(i) of the Parent Disclosure Letter, to the Knowledge of Parent, there are
no leases, subleases, licenses, concessions or other agreements granting to any party or parties
(other than Parent or a Parent Subsidiary) the right of use or occupancy of any material portion of
any premises subject to a Parent Real Property Lease.

(j)Section 4.14(j) of the Parent Disclosure Letter lists (i) each Parent Property that is
under development as of the date hereof (other than normal repair and maintenance) and
describes the status of such development as of the date hereof or (ii) each Parent Property that is
subject to a binding agreement for development or commencement of construction by Parent or a
Parent Subsidiary, as of the date hereof, in each case other than those (A) pertaining to
customary capital repairs, replacements and other similar correction or deferred maintenance

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items in the ordinary course of business or (B) pertaining to Parent’s value add program as
generally described in documents filed or furnished with the SEC by Parent.

(k)As of the date hereof, none of Parent or any Parent Subsidiary has entered into or
is a party to any unexpired option agreements, rights of first offer, rights of first negotiation or
rights of first refusal with respect to the purchase of a Parent Property or any portion thereof or
any other unexpired rights in favor of third parties to purchase or otherwise acquire a Parent
Property or any portion thereof or entered into any Contract for sale, ground lease or letter of
intent to sell or ground lease any Parent Property or any portion thereof. Except as set forth on
Section 4.14(k) of the Parent Disclosure Letter, as of the date hereof, none of Parent or any
Parent Subsidiary has entered into or is a party to any unexpired purchase agreements, option
agreements, rights of first offer, rights of first negotiation or rights or first refusal with respect to
the purchase of any real property, or any Contract for sale, ground lease or letter of intent to
purchase or ground lease for any real property.

(l)As of the date hereof, none of Parent or any Parent Subsidiary is a party to any
agreement relating to the management of any of the Parent Properties by a party other than
Parent or a Parent Subsidiary.

(m)Parent or a Parent Subsidiary has good and valid title to, or a valid and
enforceable leasehold interest in, or other right to use, all material personal property owned, used
or held for use by them as of the date of this Agreement (other than property owned by tenants
and used or held in connection with the applicable tenancy). None of Parent’s or such Parent
Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any
Liens, except for Parent Permitted Liens.

4.15Intellectual Property. Except as individually or in the aggregate would not
reasonably be likely to have a Parent Material Adverse Effect, (a) to the Knowledge of Parent,
the conduct of the business of Parent and the Parent Subsidiaries as currently conducted does not
infringe the Intellectual Property rights of any third party in the United States, (b) with respect to
Intellectual Property owned by or licensed to Parent or any Parent Subsidiary that is necessary
for the conduct of the business of Parent and the Parent Subsidiaries, taken as a whole, as
currently conducted (“Parent Intellectual Property”), Parent or such Parent Subsidiary has the
right to use such Parent Intellectual Property in the operation of its business as currently
conducted, (c) all fees and filings required to maintain any registration of any Intellectual
Property used by Parent have been paid or timely filed, are current and are not in default or in
arrears, (d) to the Knowledge of Parent, no third party is currently infringing or misappropriating
Intellectual Property owned by Parent or any Parent Subsidiary, and (e) there are no pending or,
to the Knowledge of Parent, threatened claims with respect to any of the Intellectual Property
rights owned by Parent or any Parent Subsidiary.

4.16Contracts.

(a)Except for (x) this Agreement, (y) Contracts listed on Section 4.16 of the Parent
Disclosure Letter and (z) Contracts filed as exhibits to the Filed Parent SEC Documents, as of
the date of this Agreement, none of Parent or the Parent Subsidiaries is a party to or bound by
any of the following (each such Contract, a “Parent Material Contract”):

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(i)any Contract that would be required to be filed by Parent as an exhibit to
the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of
Regulation S-K under the Securities Act;

(ii)any Contract containing covenants binding upon Parent or the Parent
Subsidiaries that materially restrict the ability of Parent or any of the Parent Subsidiaries (or that,
following the consummation of the Merger, would materially restrict the ability of the Surviving
Company, Parent OP or any of their respective Affiliates) to compete in any business or
geographic area or with any Person;

(iii)any Contract pursuant to which Parent or any Parent Subsidiary is subject
to continuing indemnification or “earn-out” obligations (whether related to environmental
matters or otherwise), in each case, that would reasonably be likely to result in payments by
Parent or any Parent Subsidiary in excess of $250,000;

(iv)any material partnership, limited liability company agreement, joint
venture or other similar agreement entered into with any third party;

(v)any Contract for the pending sale, option to sell, right of first refusal, right
of first offer or any other contractual right to sell, dispose of, or master lease, by merger,
purchase or sale of assets or stock or otherwise, any real property, including any Parent Property
or any asset that, if purchased by Parent or any Parent Subsidiary, would be a Parent Property;

(vi)any Contract concerning an interest rate cap, interest rate collar, interest
rate swap, or currency hedging transaction to which Parent or any Parent Subsidiary is a party;

(vii)any Contract that requires Parent or any Parent Subsidiary to dispose of or
acquire assets or properties (other than any real property) that (together with all of the assets and
properties subject to such requirement in such Contract) have a fair market value in excess of
$500,000, or involves any pending or contemplated merger, consolidation or similar business
combination transaction;

(viii)any Contract relating to indebtedness for borrowed money (whether
incurred, assumed, guaranteed or secured by any asset) or under which Parent or any Parent
Subsidiary has, directly or indirectly, made any loan, capital contribution to, or other investment
in, any Person (other than in Parent or any Parent Subsidiary) in excess of $1,000,000;

(ix)any Contract that obligates Parent or any Parent Subsidiary to make non-
contingent aggregate annual expenditures (other than principal and/or interest payments or the
deposit of other reserves with respect to debt obligations) in excess of $500,000 and is not
cancelable within ninety (90) days without material penalty to Parent or any Parent Subsidiary;
or

(x)any Contract that prohibits the pledging of the capital stock of Parent or
any Parent Subsidiary or prohibits the issuance of guarantees by any Company Subsidiary.

(b)As of the date hereof, each of the Parent Material Contracts is valid, binding and
enforceable on Parent or the Parent Subsidiaries, as the case may be, and, to the Knowledge of

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Parent, each other party thereto and is in full force and effect, in each case subject to the
Bankruptcy and Equity Exception, except for such failures to be valid, binding or enforceable or
to be in full force and effect as would not be material to Parent and any Parent Subsidiary. As of
the date hereof, each of Parent and the Parent Subsidiaries has complied in all material respects
with the terms and conditions of Parent Material Contracts and is not (with or without notice or
lapse of time, or both) in breach or default thereunder, in each case except as would not,
individually or in the aggregate, reasonably be likely to have a Parent Material Adverse Effect.
Neither Parent nor any Parent Subsidiary has received notice of any violation or default under
any Parent Material Contract, except for violations or defaults that would not, individually or in
the aggregate, reasonably be expected to have a Parent Material Adverse Effect. Parent has
delivered or made available to the Company, prior to the execution of this Agreement, true and
complete copies of all of the Parent Material Contracts.

4.17Insurance. Parent and the Parent Subsidiaries have policies of insurance covering
Parent, the Parent Subsidiaries and their respective properties and assets, in such amounts and
with respect to such risks and losses, which Parent believes are adequate for the operation of its
business and the protection of its assets. All such insurance policies of Parent and each Parent
Subsidiary are in full force and effect, all premiums due and payable through the date hereof
under all such policies have been paid, and Parent and each Parent Subsidiary are otherwise in
compliance in all respects with the terms of such policies, except for such failures to be in full
force and effect, to pay any premiums, or to be in compliance that would not reasonably be likely
to have a Parent Material Adverse Effect. As of the date hereof, no outstanding written notice of
cancellation or termination has been received with respect to any such insurance policy, other
than in connection with ordinary renewals.

4.18Interested Party Transactions. Except as set forth in Section 4.18 of the Parent
Disclosure Letter, none of Parent or any Parent Subsidiary, on the one hand, is a party to any
transaction or Contract with any Affiliate, stockholder that beneficially owns 5% or more of the
Parent Common Stock, or director or executive officer of Parent or any Parent Subsidiary, on the
other hand, other than transactions pursuant to, or Contracts constituting, a Parent Benefit Plan
listed in Section 4.10(a) of the Parent Disclosure Letter, and no event has occurred since the date
of Parent’s last proxy statement to its stockholders that would be required to be reported by
Parent pursuant to Item 404 of Regulation S-K promulgated by the SEC.

4.19Vote Required. Assuming the accuracy of the representation in the last sentence
of Section 3.22, the Parent Stockholder Approval is the only vote of the holders of any class or
series of Parent Capital Stock necessary to adopt this Agreement and approve the Merger, the
issuance of Parent Common Stock in the Company Merger and the other Transactions. Other
than the Parent OP GP Approval, no vote of or consent or approval by the holders of any limited
partnership units or general partnership units of Parent OP is necessary to approve this
Agreement, the Partnership Merger, the issuance of Parent OP Common Units in the Partnership
Merger and the other Transactions.

4.20Brokers. None of Parent, Parent OP, Merger Sub nor any of their respective
officers, directors or employees has employed any broker, investment banker or finder or
incurred any liability for any broker’s fees, commissions, finder’s fees or other similar fees in
connection with the Transactions, except that Parent has engaged Barclays Capital Inc. and BMO

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Xxxxxxx Xxxxxxx as its financial advisors, whose fees and expenses will be paid by Parent in
accordance with Parent’s agreements with such firms.

4.21Opinion of Financial Advisor. Each of Barclays Capital Inc. and BMO Capital
Markets, financial advisors to Parent, rendered to the Parent Board an oral opinion (to be
confirmed by delivery of a written opinion), to the effect that as of the date of such opinion, and
based on and subject to the limitations, qualifications and assumptions set forth therein, the
Exchange Ratio is fair, from a financial point of view, to Parent.

4.22Takeover Statutes. None of Parent, Parent OP or any other Parent Subsidiary is,
nor at any time during the last two (2) years has been, an “interested stockholder” of the
Company as defined in Section 3-601 of the MGCL. Assuming the accuracy of the
representation in Section 3.22, no “business combination,” “control share acquisition,” “fair
price,” “moratorium” or other takeover or anti-takeover statute or similar federal or state Law is
applicable to this Agreement or the Transactions.

4.23Investment Company Act. Neither Parent nor any Parent Subsidiary is required to
be registered as an investment company under the Investment Company Act of 1940, as
amended.

4.24Dissenters’ Rights. No dissenters’, appraisal or similar rights are available under
the Parent Articles or the limited partnership agreement of Parent OP to the holders of Parent
Common Stock or Parent OP Common Units with respect to the Company Merger, the
Partnership Merger or the other Transactions.

4.25Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act. In reliance upon, and subject to
the accuracy of the representations and warranties provided in Section 3.25, the Transactions are
exempt from any requirement to make any filings under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, and the implementing regulations thereto, 16 C.F.R.
parts 801-803, because the Company is a REIT.

4.26No Other Representations and Warranties. Parent, Parent OP and Merger Sub
each acknowledges and agrees that, except for the representations and warranties contained in
Article III, (a) neither the Company nor the Company OP makes, or has made, and none of
Parent, Parent OP and Merger Sub have relied upon, any representation or warranty, whether
express or implied, relating to itself or its business, affairs, assets, liabilities, financial condition,
results of operations or otherwise in connection with the Merger, (b) no Person has been
authorized by the Company or the Company OP to make any representation or warranty relating
to itself or its business or otherwise in connection with the Merger, and if made, such
representation or warranty must not be relied upon by Parent, Parent OP and Merger Sub as
having been authorized by such party and (c) any estimates, projections, predictions, data,
financial information, memoranda, presentations or any other materials or information provided
or addressed to Parent, Parent OP, Merger Sub or any of their Representatives are not and shall
not be deemed to be or include representations or warranties unless any such materials or
information are the subject of any express representation or warranty set forth in Article III.

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ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS

5.01Conduct of Business by the Company. Except for matters set forth in Section
5.01 of the Company Disclosure Letter, otherwise contemplated by this Agreement or required
by Law, from the date of this Agreement until the Effective Time, the Company shall, and shall
cause each Company Subsidiary to, conduct its respective business in the ordinary course
consistent with past practice and, to the extent consistent therewith, use commercially reasonable
efforts to (i) maintain its material assets and properties in their current condition (normal wear
and tear excepted), (ii) preserve intact its current business organization, keep available the
services of its current officers and employees, keep and preserve its present relationships with
tenants, joint venture partners or co-venturers, suppliers, licensors, licensees, distributors and
others having material business dealings with it, and (iii) preserve the Company’s status as a
REIT within the meaning of the Code. In addition, and without limiting the generality of the
foregoing, except for matters set forth in Section 5.01 of the Company Disclosure Letter, or as
otherwise contemplated by this Agreement or required by Law, from the date of this Agreement
until the Effective Time, the Company shall not, and shall not permit any Company Subsidiary
to, do any of the following without the prior written consent of Parent (which consent shall not
be unreasonably withheld, conditioned or delayed); provided, that in the event that the Company
submits to Parent a written request for Parent’s consent to take an action set forth in Sections
5.01(d), (g), (h), (i), (o), (k) or (q) below, Parent will use its commercially reasonable efforts to
evaluate such request and respond to the Company within ten (10) days following receipt of such
request; provided, further, that in the event Parent fails to respond to such request within such ten
(10) day period, then Parent shall be deemed to have given the prior written consent of Parent
pursuant to this Section 5.01 with respect to the actions in such request:

(a)(i) declare, set aside or pay any dividends on, or make any other distributions in
respect of, any of its capital stock or other equity interests, other than cash dividends and
distributions (1) to the extent set forth in, and in accordance with, Section 6.12, or (2) by a direct
or indirect wholly owned Subsidiary of the Company to its parent, (ii) split, combine or
reclassify any of its capital stock or other equity interests or issue or authorize the issuance of
any other securities in respect of, in lieu of or in substitution for shares of its capital stock or
other equity interests or (iii) purchase, redeem (whether or not pursuant to the Company’s share
repurchase plan) or otherwise acquire any shares of Company Capital Stock or any capital stock
of any Company Subsidiary or any other securities thereof or any rights, warrants or options to
acquire any such shares or other securities (except (w) pursuant to the forfeiture of Company
Restricted Stock or the acquisition or withholding by the Company of shares of the Company
Common Stock in settlement of Tax withholding obligations relating to Company Restricted
Stock, (x) from holders of Company Restricted Stock in full or partial payment of any applicable
Taxes payable by such holder upon the lapse of restrictions on such restricted stock, (y) upon
redemption or exchange of Company OP Units in accordance with the Company OP Limited
Partnership Agreement or (z) pursuant to the Company’s share repurchase plan solely during the
30-day notice period following announcement of the Company’s suspension of the share
repurchase plan, which announcement shall be made no later than the date set forth in Section
6.14).

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(b)issue, sell, pledge or grant (or enter into an agreement to issue, sell, pledge or
grant): (i) any shares of Company Capital Stock (or capital stock or other equity interests of any
Company Subsidiary), including any Company Restricted Stock, (ii) any Voting Company Debt
or other voting securities, (iii) any securities convertible into or exchangeable for, or any options,
warrants, calls or rights to acquire, any Company Capital Stock (or capital stock or other equity
interests of any Company Subsidiary), Voting Company Debt, voting securities or convertible or
exchangeable securities or (iv) any “phantom” stock, “phantom” stock rights, stock appreciation
rights or stock-based performance units, other than (x) issuances upon redemption or exchange
of Company OP Units in accordance with the limited partnership agreement of Company OP,
(y) 24,115.75 shares of Company Restricted Stock to be authorized and issued to members of the
Company Board in connection with their election to the Company Board at the 2021 annual
meeting of stockholders of the Company and (z) shares of Company Common Stock pursuant to
the Company’s distribution reinvestment plan that accrue during the 10-day notice period
following announcement of the Company’s suspension of the distribution reinvestment plan,
which announcement shall be made no later than the date set forth in Section 6.14;

(c)amend the Company Articles, the Company Bylaws, the Company OP Limited
Partnership Agreement or other comparable formation or organizational documents of any
Company Subsidiary other than as required (i) by Law or (ii) in connection with any holder of
Company OP Units converting such Company OP Units into Company Common Stock;

(d)acquire or agree to acquire (including by merging or consolidating with, or by
purchasing an equity interest in or portion of the assets of, or by any other manner), any business
or any corporation, partnership, joint venture, association or other business organization or
division thereof, real property, personal property or assets, except for (i) acquisitions of personal
property in accordance with the Company’s annual budget or in the ordinary course of business
consistent with past practice, (ii) acquisitions by the Company or any wholly owned Company
Subsidiary of or from an existing wholly owned Company Subsidiary or (iii) acquisitions in
accordance with the 2021 Capital Expenditures schedule attached to Section 5.01(d) of the
Company Disclosure Letter;

(e)except in accordance with Section 5.01(e) of the Company Disclosure Letter,
grant or cause to be granted to any executive officer, director or employee of the Company or
any Company Subsidiary an increase in compensation, (ii) grant or cause to be granted to any
current or former executive officer or director of the Company or any Company Subsidiary any
increase in severance or termination pay, (iii) enter into any change in control, severance or
termination agreement with any executive officer or director, (iv) establish, adopt, enter into or
amend in any collective bargaining agreement or Company Benefit Plan (other than amendments
required to comply with applicable Law), or (v) take any action to accelerate any rights or
benefits under any Company Benefit Plan, other than as required pursuant to the terms of any
Company Benefit Plan; provided that the foregoing clauses (i), (ii), (iii), (iv) and (v) shall not
restrict the Company or any of the Company Subsidiaries from (A) entering into or making
available to newly hired non-executive employees or to non-executive employees, in the context
of promotions based on job performance or workplace requirements, in each case in the ordinary
course of business, benefits and compensation arrangements that have a value that is consistent
with the past practice of the Company in providing compensation and benefits available to newly
hired or promoted employees in similar positions, (B) granting annual salary increases, with any

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such increase to a given individual not to exceed $20,000 and with all such increases, in the
aggregate, not to exceed $100,000, and (C) effectuating the terms of any Company Benefit Plan
or any award granted thereunder, in each case as in effect on the date hereof (including, without
limitation, paying bonuses, commissions or incentive payments earned pursuant to the terms of
any Company Benefit Plan, as in effect on the date hereof; provided in any case that 2021 annual
bonuses will be subject to the terms and limits set forth in Section 5.01(e) of the Company
Disclosure Letter);

(f)make any change in accounting methods, principles or practices materially
affecting the reported consolidated assets, liabilities or results of operations of the Company or
any Company Subsidiary, except insofar as may have been required by a change in GAAP;

(g)sell, lease (as lessor), license, sell and lease back, mortgage or otherwise dispose
of or subject to any Lien any properties or assets, except for (i) as set forth on Section 5.01(g) of
the Company Disclosure Letter, (ii) residential tenant leases entered into in the ordinary course
of business consistent with past practice, (iii) Liens on property and assets in the ordinary course
of business consistent with past practice and that would not be material to any Company
Property or any assets of Company or any Company Subsidiary, (iv) Company Permitted Liens,
(v) property or assets with a value of less than $250,000 in the aggregate and (vi) in connection
with the incurrence of indebtedness permitted by Section 5.01(h);

(h)(i) incur or modify any indebtedness for borrowed money or guarantee any such
indebtedness of another Person, except for (1) as set forth on Section 5.01(h) of the Company
Disclosure Letter, (2) advances of credit incurred under Company’s existing credit facilities, (3)
amendments and modifications to covenants in Company or Company OP’s existing credit
facilities, (4) short-term borrowings incurred in the ordinary course of business, (5) indebtedness
solely involving Company or any of its direct or indirect wholly owned Subsidiaries, and (6)
refinancings of existing or maturing indebtedness, (ii) issue or sell any debt securities or warrants
or other rights to acquire any debt securities of the Company or any Company Subsidiary,
guarantee any debt securities of another Person, enter into any “keep well” or other agreement to
maintain any financial statement condition of another Person or enter into any arrangement
having the economic effect of any of the foregoing or (iii) make any loans, advances or capital
contributions to, or investments in, any other Person, other than (x) to any direct or indirect
wholly owned Subsidiary of the Company, (y) advances to employees in respect of travel or
other related ordinary expenses and (z) advancement of expenses to officers and directors in
accordance with the Company Bylaws, the Company OP Limited Partnership Agreement and
any indemnification agreements to which the Company or the Company OP is a party, in the case
of (x) and (y) above, in the ordinary course of business consistent with past practice;

(i)other than in accordance with Section 6.09 or as set forth in Section 5.01(i) of the
Company Disclosure Letter, (A) pay, discharge, settle or satisfy any material action, litigation,
claim or arbitration where the amount paid out-of-pocket net of insurance proceeds in settlement
or compromise exceeds $500,000 individually or $1,000,000 in the aggregate or (B) enter into
any consent decree, injunction or similar restraint or form of equitable relief that would
materially restrict the operation of the business of the Company and the Company Subsidiaries
taken as a whole;

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(j)cancel any material indebtedness (individually or in the aggregate) or waive any
claims or rights with a value in excess of $500,000;

(k)enter into or amend, extend or terminate, or waive, release, compromise or assign
any rights or claims under any Company Material Contract or any Contract that would have been
deemed to be a Company Material Contract if entered into prior to the date hereof, other than
(i) any expiration or renewal in accordance with the terms of any existing Company Material
Contract that occur automatically without any action by Company or any Company Subsidiary,
(ii) the entry into any modification or amendment of, or waiver or consent under, any Material
Contract that does not materially adversely affect the Company or any Company Subsidiary, or
(iii) as may be reasonably necessary to comply with the express terms of this Agreement;

(l)establish, adopt or enter into any collective bargaining agreement or other labor
union Contract applicable to the employees of the Company or any Company Subsidiary;

(m) authorize, or enter into any commitment for, any new material capital
expenditure (such authorized or committed new material capital expenditures being referred to
hereinafter as the “Capital Expenditures”) relating to the Company Properties other than
(i) Capital Expenditures not otherwise covered by another clause of this subsection (m) and not
exceeding $250,000 per individual expenditure, (ii) Capital Expenditures made in connection
with any existing casualty or condemnation or new casualty or condemnation, (iii) Capital
Expenditures in the ordinary course of business and consistent with past practice to maintain the
physical and structural integrity of the Company Properties and as reasonably determined by the
Company to be necessary to keep the Company Properties in working order, to comply with
Laws, and to repair and/or prevent damage to any of the Company Properties as is necessary in
the event of an emergency situation and (iv) Capital Expenditures in accordance with the 2021
Capital Expenditures schedule attached to Section 5.01(m) of the Company Disclosure Letter;

(n)enter into or modify in a manner adverse to the Company any Company Tax
Protection Agreement, make, change or revoke any material Tax election, change a material
method of Tax accounting, file or amend any material Tax Return, or settle or compromise any
material U.S. federal, state, local or foreign income Tax liability, audit, claim or assessment,
enter into any material closing agreement related to Taxes, knowingly surrender any right to
claim any material Tax refund, or give or request any waiver of a statute of limitation with
respect to any material Tax Return, except, in each case, (A) to the extent required by Law or
(B) to the extent necessary (i) to preserve the status of the Company as a REIT under the Code,
or (ii) to qualify or preserve the status of any Company Subsidiary as a partnership or
disregarded entity or as a Qualified REIT Subsidiary or a Taxable REIT Subsidiary, as the case
may be, for U.S. federal income Tax purposes;

(o)take any action that would, or fail to take any action, the failure of which to be
taken would, reasonably be expected to cause the Company to fail to qualify as a REIT or any
Company Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for
U.S. federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT
Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

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(p)enter into any Contract that would limit or otherwise restrict (or purport to do so)
the Company or any of the Company Subsidiaries or any of their successors from engaging or
competing in any line of business or owning property in, whether or not restricted to, any
geographic area;

(q)adopt a plan of complete or partial liquidation, dissolution, restructuring,
recapitalization or other reorganization of Company or any Company Subsidiary (other than the
Merger);

(r)enter into any joint venture or partnership or other similar Contract with any third
party that is not a wholly owned Company Subsidiary;

(s)enter into any new line of business;

(t)permit existing insurance policies of the Company or the Company Subsidiaries
to be cancelled or terminated without replacing such insurance policies with comparable
insurance policies, to the extent available on commercially reasonable terms; or

(u)authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement
shall prohibit the Company from taking any action, or refraining to take any action, at any time
or from time to time, if, in the reasonable judgment of the Company Board, such action or
inaction is reasonably necessary for the Company to avoid or to continue to avoid incurring
entity level income or excise Taxes under the Code or to maintain its qualification as a REIT
under the Code for any period or portion thereof ending on or prior to the Effective Time,
including making dividend or any other actual, constructive or deemed distribution payments to
stockholders of the Company to the extent determined reasonably necessary by the Company
Board.

5.02Conduct of Business by Parent, Parent OP and Merger Sub. Except for matters
set forth in Section 5.02 of the Parent Disclosure Letter, otherwise contemplated by this
Agreement or required by Law, from the date of this Agreement until the Effective Time, Parent
shall, and shall cause Parent OP, Merger Sub and each Parent Subsidiary to, conduct its
respective business in the ordinary course consistent with past practice and, to the extent
consistent therewith, use commercially reasonable efforts to (i) maintain its material assets and
properties in their current condition (normal wear and tear excepted), (ii) preserve intact its
current business organization, keep available the services of its current officers and external
manager, keep and preserve its present relationships with tenants, joint venture partners or co-
venturers, suppliers, licensors, licensees, distributors and others having material business
dealings with it, and (iii) preserve Parent’s status as a REIT within the meaning of the Code. In
addition, and without limiting the generality of the foregoing, except for matters set forth in
Section 5.02 of the Parent Disclosure Letter, or as otherwise contemplated by this Agreement or
required by Law, from the date of this Agreement until the Effective Time, Parent shall not, and
shall not permit Parent OP, Merger Sub or any Parent Subsidiary to, do any of the following
without the prior written consent of the Company (which consent shall not be unreasonably
withheld, conditioned or delayed); provided, that in the event that Parent submits to the

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Company a written request for the Company’s consent to take an action set forth in Sections
5.02(d), (f), (g), (i), (k), (m) or (q) below, the Company will use its commercially reasonable
efforts to evaluate such request and respond to Parent within ten (10) days following receipt of
such request; provided, further, that in the event the Company fails to respond to such request
within such ten (10) day period, then the Company shall be deemed to have given the prior
written consent of the Company pursuant to this Section 5.02 with respect to the actions in such
request:

(a)(i) declare, set aside or pay any dividends on, or make any other distributions in
respect of, any of its capital stock or other equity interests, other than dividends and distributions
(1) to the extent set forth in and in accordance with Section 6.12, or (2) by a direct or indirect
wholly owned Subsidiary of Parent to its parent, (ii) split, combine or reclassify any of its capital
stock or other equity interests or issue or authorize the issuance of any other securities in respect
of, in lieu of or in substitution for shares of its capital stock or other equity interests or
(iii) purchase, redeem or otherwise acquire any shares of capital stock of Parent or any Parent
Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such
shares or other securities (except (x) from holders of options to purchase Parent Capital Stock in
full or partial payment of any exercise price and any applicable Taxes payable by such holder
upon exercise of such, (y) from holders of restricted stock or restricted stock units of Parent in
full or partial payment of any applicable Taxes payable by such holder upon the lapse of
restrictions on such restricted stock or upon settlement of such restricted stock units, or (z) upon
redemption or exchange of Parent OP Common Units in accordance with the limited partnership
agreement of Parent OP);

(b)issue, sell, pledge or grant (or enter into an agreement to issue, sell, pledge or
grant): (i) any shares of Parent Capital Stock (or capital stock or other equity interests of any
Parent Subsidiary), including any Parent Restricted Stock, other than the Parent Common Stock
Offering pursuant to Section 6.10, (ii) any Voting Parent Debt or other voting securities, (iii) any
securities convertible into or exchangeable for, or any options, warrants, calls or rights to
acquire, any Parent Capital Stock (or capital stock or other equity interests of any Parent
Subsidiary), Voting Parent Debt, voting securities or convertible or exchangeable securities or
(iv) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based
performance units, other than (w) issuances upon redemption or exchange of Parent Common OP
Units in accordance with the limited partnership agreement of Parent OP, (x) pursuant to the
Parent Common Stock Offering, (y) issuances in respect of equity-based awards outstanding as
of the date of this Agreement or granted pursuant to the last sentence of Section 5.02(e), in each
case in accordance with their terms and, as applicable, the plan documents as in effect on the
date of this Agreement, (z) issuances in respect of Parent’s at-the-market (ATM) offering
program in effect on the date of this Agreement, (xx) issuances by Parent OP of units of limited
partnership interest in the acquisition of assets from unaffiliated third parties in arm’s length
transactions pursuant to Section 5.02(d)(iii), and (yy) issuances by Parent or any Parent
Subsidiary of restricted stock or restricted stock unit awards pursuant to the last sentence of
Section 5.02(e).

(c)amend the charter, bylaws or other organizational documents of Parent, Parent OP
or any Parent Subsidiaries, other than as required (i) by Law or (ii) in connection with any holder
of Parent OP Common Units converting such Parent OP Common Units into Parent Common

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Stock; provided that the foregoing shall not restrict amendments of the Parent Articles that
increase the authorized share capital of Parent or that are reasonably necessary to enable
consummation of the Mergers;

(d)acquire or agree to acquire (including by merging or consolidating with, or by
purchasing an equity interest in or portion of the assets of, or by any other manner), any business
or any corporation, partnership, joint venture, association or other business organization or
division thereof, real property, personal property or assets, except for (i) acquisitions of personal
property in accordance with Parent’s annual budget or in the ordinary course of business
consistent with past practice (ii) acquisitions by Parent or any wholly owned Parent Subsidiary of
or from an existing wholly owned Parent Subsidiary or (iii) issuances by Parent OP of units of
limited partnership interest in the acquisition of assets from an unaffiliated third party in an
arm’s length transaction;

(e)(i) grant or cause to be granted to any executive officer, director or employee of
Parent or any Parent Subsidiary an increase in compensation (other than to any non-employee
director of Parent in the ordinary course of business consistent with past practice), (ii) grant or
cause to be granted to any current or former executive officer or director of Parent or any Parent
Subsidiary any increase in severance or termination pay, (iii) enter into any change in control,
severance or termination agreement with any executive officer or director, (iv) establish, adopt,
enter into or amend any collective bargaining agreement or Parent Benefit Plan (other than
amendments required to comply with applicable Law), or (v) take any action to accelerate any
rights or benefits under any Parent Benefit Plan, other than as required pursuant to the terms of
any Parent Benefit Plan; provided that the foregoing clauses (i), (ii), (iii), (iv) and (v) shall not
restrict Parent or any Parent Subsidiaries from (A) entering into or making available to newly
hired non-executive employees or to non-executive employees, in the context of promotions
based on job performance or workplace requirements, in each case in the ordinary course of
business, benefits and compensation arrangements that have a value that is consistent with the
past practice of Parent in providing compensation and benefits available to newly hired or
promoted employees in similar positions, (B) granting annual salary increases, with any such
increase to a given individual not to exceed $50,000 and with all such increases, in the aggregate,
not to exceed $550,000, and (C) effectuating the terms of any Parent Benefit Plan or any award
granted thereunder, in each case as in effect on the date hereof (including, without limitation,
paying bonuses, commissions or incentive payments earned pursuant to the terms of any Parent
Benefit Plan, as in effect on the date hereof); provided, further, however, that neither Parent nor
any Parent Subsidiary shall be restricted from issuing restricted stock or restricted stock unit
awards with respect to not more than 125,000 shares of Parent Common Stock to employees of
Parent or any Parent Subsidiary who are not executive officers of Parent;

(f)sell, lease (as lessor), license, sell and lease back, mortgage or otherwise dispose
of or subject to any Lien any properties or assets, except for (i) as set forth on Section 5.02(f) of
the Parent Disclosure Letter, (ii) residential tenant leases entered into in the ordinary course of
business consistent with past practice, (iii) Liens on property and assets in the ordinary course of
business consistent with past practice and that would not be material to any Parent Property or
any assets of Parent or any Parent Subsidiary, (iv) Parent Permitted Liens, (v) property or assets
with a value of less than $250,000 in the aggregate and (vi) in connection with the incurrence of
indebtedness permitted by Section 5.02(g);

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(g)(i) incur or modify any indebtedness for borrowed money or guarantee any such
indebtedness of another Person, except for (1) as set forth on Section 5.02(g) of the Parent
Disclosure Letter, (2) advances of credit incurred under Parent’s existing credit facilities, (3)
amendments and modifications to covenants in Parent or Parent OP’s existing credit facilities,
(4) short-term borrowings incurred in the ordinary course of business, (5) indebtedness solely
involving Parent or any of its direct or indirect wholly owned Subsidiaries, and (6) refinancings
of existing or maturing indebtedness, (ii) issue or sell any debt securities or warrants or other
rights to acquire any debt securities of Parent or any Parent Subsidiary, guarantee any debt
securities of another Person, enter into any “keep well” or other agreement to maintain any
financial statement condition of another Person or enter into any arrangement having the
economic effect of any of the foregoing or (iii) make any loans, advances or capital contributions
to, or investments in, any other Person, other than (x) to any direct or indirect wholly owned
Subsidiary of Parent or to any joint ventures currently existing or expected to be formed and as
described in Section 5.02(g) of the Parent Disclosure Letter, (y) advances to employees in
respect of travel or other related ordinary expenses and (z) advancement of expenses to officers
and directors in accordance with the Parent Bylaws, the Parent OP Limited Partnership
Agreement and any indemnification agreements to which Parent or Parent OP is a party, in the
case of (x) and (y) above, in the ordinary course of business consistent with past practice;

(h)make any change in accounting methods, principles or practices materially
affecting the reported consolidated assets, liabilities or results of operations of Parent or any
Parent Subsidiary, except insofar as may have been required by a change in GAAP;

(i)(A) pay, discharge, settle or satisfy any material action, litigation, claim or
arbitration where the amount paid out-of-pocket net of insurance proceeds in settlement or
compromise exceeds $500,000 individually or $1,000,000 in the aggregate (B) enter into any
consent decree, injunction or similar restraint or form of equitable relief that would materially
restrict the operation of the business of the Parent and the Parent Subsidiaries taken as a whole;

(j)enter into or modify in a manner adverse to Parent any Parent Tax Protection
Agreement, make, change or revoke any material Tax election, change a material method of Tax
accounting, file or amend any material Tax Return, or settle or compromise any material U.S.
federal, state, local or foreign income Tax liability, audit, claim or assessment, enter into any
material closing agreement related to Taxes, knowingly surrender any right to claim any material
Tax refund, or give or request any waiver of a statute of limitation with respect to any material
Tax Return, except, in each case, (A) to the extent required by Law or (B) to the extent necessary
(i) to preserve the status of Parent as a REIT under the Code, or (ii) to qualify or preserve the
status of any Parent Subsidiary as a partnership or disregarded entity or as a Qualified REIT
Subsidiary or a Taxable REIT Subsidiary, as the case may be, for U.S. federal income Tax
purposes;

(k)take any action that would, or fail to take any action, the failure of which to be
taken would, reasonably be expected to cause Parent to fail to qualify as a REIT or any Parent
Subsidiary to cease to be treated as any of (A) a partnership or disregarded entity for United
States federal income tax purposes or (B) a Qualified REIT Subsidiary or a Taxable REIT
Subsidiary under the applicable provisions of Section 856 of the Code, as the case may be;

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(l)cancel any material indebtedness (individually or in the aggregate) or waive any
claims or rights with a value in excess of $500,000;

(m)enter into or amend, extend or terminate, or waive, release, compromise or assign
any rights or claims under any Parent Material Contract or any Contract that would have been
deemed to be a Parent Material Contract if entered into prior to the date hereof, other than (i) any
expiration or renewal in accordance with the terms of any existing Parent Material Contract that
occur automatically without any action by Parent or any Parent Subsidiary, (ii) the entry into any
modification or amendment of, or waiver or consent under, any Material Contract that does not
materially adversely affect the Parent or any Parent Subsidiary, or (iii) as may be reasonably
necessary to comply with the express terms of this Agreement;

(n)establish, adopt or enter into any collective bargaining agreement or other labor
union Contract applicable to the employees of the Company or any Company Subsidiary;

(o)authorize, or enter into any commitment for, any new Capital Expenditure relating
to the Parent Properties other than (i) Capital Expenditures made as part of Parent’s value add
program as generally described in documents filed or furnished with the SEC by Parent;
(ii) Capital Expenditures not otherwise covered by another clause of this subsection (l) and not
exceeding $250,000 per individual expenditure, (iii) Capital Expenditures made in connection
with any existing casualty or condemnation or new casualty or condemnation, (iv) Capital
Expenditures in the ordinary course of business and consistent with past practice to maintain the
physical and structural integrity of the Parent Properties and as reasonably determined by the
Parent to be necessary to keep the Parent Properties in working order, to comply with Laws, and
to repair and/or prevent damage to any of the Parent Properties as is necessary in the event of an
emergency situation; and (v) Capital Expenditures in accordance with the 2021 Capital
Expenditures schedule attached to Section 5.02(o) of the Parent Disclosure Letter;

(p)enter into any Contract that would limit or otherwise restrict (or purport to do so)
Parent or any of the Parent Subsidiaries or any of their successors from engaging or competing in
any line of business or owning property in, whether or not restricted to, any geographic area;

(q)adopt a plan of complete or partial liquidation, dissolution, restructuring,
recapitalization or other reorganization of Parent or any Parent Subsidiary (other than the
Merger);

(r)enter into any joint venture or partnership or other similar Contract with any third
party that is not a wholly owned Parent Subsidiary; provided that (i) the foregoing shall not
restrict Parent OP from entering into the joint venture transaction described generally in Section 5.02(r) of the Parent Disclosure Letter or from performing its obligations in connection with such
joint venture and its pre-existing joint venture also described generally in Section 5.02(r) of the
Parent Disclosure Letter;

(s)enter into any new line of business;

(t)permit existing insurance policies of the Parent or the Parent Subsidiaries to be
cancelled or terminated without replacing such insurance policies with comparable insurance
policies, to the extent available on commercially reasonable terms; or

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(u)authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

Notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement
shall prohibit Parent from taking any action, or refraining to take any action, at any time or from
time to time, if, in the reasonable judgment of the Parent Board, such action or inaction is
reasonably necessary for Parent to avoid or to continue to avoid incurring entity level income or
excise Taxes under the Code or to maintain its qualification as a REIT under the Code for any
period or portion thereof ending on or prior to the Effective Time, including, making dividend or
any other actual, constructive or deemed distribution payments to stockholders of Parent to the
extent determined reasonably necessary by the Parent Board.

5.03Company No Solicitation.

(a)Except as permitted by this Section 5.03, from the date hereof until the Effective
Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company
shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall it authorize any
Representatives of the Company or any Company Subsidiary to, directly or indirectly, (i) solicit,
initiate, knowingly encourage or take any other action to knowingly facilitate any inquiry,
discussion, offer or request that constitutes, or could reasonably be expected to lead to, a
Company Takeover Proposal, (ii) enter into any agreement, letter of intent, memorandum of
understanding or other similar instrument with respect to any Company Takeover Proposal (other
than an Acceptable Confidentiality Agreement entered into in accordance with this Section 5.03)
or (iii) enter into, continue, conduct, engage or otherwise participate in any discussions or
negotiations regarding, or furnish to any Person any non-public information with respect to, or
for the purpose of encouraging or facilitating, any Company Takeover Proposal. The Company
shall, shall cause the Company Subsidiaries, and shall direct its Representatives to, immediately
cease and cause to be terminated all existing discussions and negotiations with any Person
conducted theretofore with respect to any Company Takeover Proposal and request that any such
Person promptly return and/or destroy all confidential information concerning the Company and
the Company’s Subsidiaries to the extent permitted pursuant to a confidentiality agreement with
any such Persons. Notwithstanding anything in this Agreement to the contrary, prior to
obtaining Company Stockholder Approval, the Company and its Representatives may, in
response to each (if any) Company Takeover Proposal made after the date hereof that does not
result from a material breach of this Section 5.03, (y) contact the Person making such Company
Takeover Proposal solely to clarify the terms and conditions thereof and (z) if the Company
Board determines in good faith, after consultation with outside legal counsel and independent
financial advisors, that such Company Takeover Proposal constitutes or could reasonably be
expected to lead to a Superior Company Proposal, (1) provide access to or furnish information
with respect to the Company and the Company Subsidiaries to the Person making such Company
Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality Agreement;
provided, that the Company will prior to or concurrently with the time such information is
provided to such Person provide Parent with all non-public information regarding the Company
that has not previously been provided to Parent that is provided to any Person making such
Company Takeover Proposal; and (2) conduct, engage or participate in discussions or
negotiations with such Person and its Representatives making such Company Takeover Proposal.

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For purposes of this Agreement, “Acceptable Confidentiality Agreement” means (y) a
confidentiality agreement that contains provisions that are no less favorable in the aggregate to
the Company or Parent, as applicable, than those contained in the Confidentiality Agreement;
provided that an Acceptable Confidentiality Agreement need not contain any “standstill” or
similar covenant, or (z) to the extent applicable, a confidentiality agreement entered into prior to
the date hereof.

For purposes of this Agreement, “Company Takeover Proposal” means any inquiry,
proposal or offer from any Person (other than Parent or any Parent Subsidiary) or “group”,
within the meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or
series of related transactions, any (A) acquisition of assets of the Company and the Company
Subsidiaries equal to 20% or more of the Company’s consolidated assets (as determined on a
book-value basis) or to which 20% or more of the Company’s revenues or earnings on a
consolidated basis are attributable, (B) acquisition of 20% or more of the outstanding Company
Common Stock, (C) tender offer or exchange offer that if consummated would result in any
Person beneficially owning 20% or more of the outstanding Company Common Stock, (D)
merger, consolidation, share exchange, business combination, recapitalization, liquidation,
dissolution or similar transaction involving the Company or (E) combination of the foregoing
types of transactions if the sum of the percentage of consolidated assets, consolidated revenues
or earnings and Company Common Stock involved is 20% or more, in each case, other than the
Transactions.

For purposes of this Agreement, “Superior Company Proposal” means any bona fide
written Company Takeover Proposal (except that, for purposes of this definition, the references
in the definition of “Company Takeover Proposal” to “20%” shall be replaced by “50%”) that
was not the result of a material breach by the Company of this Section 5.03 and that the
Company Board has determined in good faith, after consulting with the Company’s outside legal
counsel and independent financial advisors, is reasonably likely to be consummated in
accordance with its terms and that, if consummated, would result in a transaction more favorable
to the Company’s stockholders (solely in their capacity as such) than the Transactions (including
any revisions to the terms of this Agreement proposed by Parent in response to such proposal or
otherwise) taking into account all reasonably available legal, financial, regulatory and other
aspects of such Company Takeover Proposal (including the likelihood of consummation of such
Company Takeover Proposal) that the Company Board deems relevant.

(b)Except as expressly permitted by this Section 5.03(b), neither the Company Board
nor any committee thereof shall (i) (A) fail to recommend to the Company’s stockholders that the
Company Stockholder Approval be given or fail to include the Company Board’s
recommendation of the Agreement, the Merger and the other Transactions in the Joint Proxy
Statement, (B) change, modify, withhold, or withdraw, or publicly propose to change, qualify,
withhold, withdraw of modify, in a manner adverse to Parent or Parent OP, the approval of this
Agreement, the Merger or any of the other Transactions, (C) take any formal action or make any
recommendation or public statement or other disclosure in connection with a tender offer or
exchange offer other than a recommendation against such offer or a temporary “stop, look and
listen” communication by the Company Board pursuant to Rule 14d-9(f) under the Exchange
Act, (D) adopt, approve or recommend, or publicly propose to approve or recommend to the
stockholders of the Company any Company Takeover Proposal or agree to take any such action,

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or (E) fail to publicly recommend against any Company Takeover Proposal within five
(5) Business Days of the request of Parent and/or fail to reaffirm the Company Board’s
recommendation of the Agreement, the Merger and the other Transactions within five
(5) Business Days of the request of Parent, or such fewer number of days as remains prior to the
Company Stockholder Meeting (any action described in this clause (i) being referred to herein
as a “Company Adverse Recommendation Change”) or (ii) cause or permit the Company or any
of the Company Subsidiaries to enter into any letter of intent, memorandum of understanding,
agreement in principle, acquisition agreement, merger agreement, joint venture agreement,
partnership agreement or other similar agreement relating to a Company Takeover Proposal
(other than an Acceptable Confidentiality Agreement) (a “Company Alternative Acquisition
Agreement”), or resolve or agree to take any such action. Notwithstanding anything in this
Agreement to the contrary, prior to obtaining Company Stockholder Approval, but not after, the
Company Board may (I) effect a Company Adverse Recommendation Change if (a)(1) a material
development or change in circumstances occurs or arises after the date of this Agreement that
was not known by the Company Board as of the date of this Agreement (such material
development or change in circumstances being referred to herein as a “Company Intervening
Event”), and (2) the Company Board shall have determined, after consultation with outside legal
counsel, that, in light of such Company Intervening Event, failure to take such action would be
inconsistent with the directors’ duties under applicable Law, or (b) the Company receives a
Company Takeover Proposal that was not the result of a breach by the Company of this Section
5.03 in any material respect and that the Company Board determines, after consultation with
outside legal counsel and independent financial advisors, constitutes a Superior Company
Proposal, and (II) enter into a Company Alternative Acquisition Agreement with respect to a
Company Takeover Proposal and concurrently cause the Company to terminate this Agreement
pursuant to Section 8.01 if, and only if, the Company receives a Company Takeover Proposal
that was not the result of a breach by the Company of this Section 5.03 in any material respect
and that the Company Board determines, after consultation with outside legal counsel and
independent financial advisors, constitutes a Superior Company Proposal.

(c)The Company Board shall not be entitled to (i) effect a Company Adverse
Recommendation Change or (ii) terminate this Agreement pursuant to Section 8.01 to enter into
a Company Alternative Acquisition Agreement with respect to a Superior Company Proposal
unless: (A) the Company Board shall have determined, after consultation with outside legal
counsel, that failure to take such action would be inconsistent with the directors’ duties under
applicable Law; (B) the Company Board shall have provided at least four (4) Business Days’
prior written notice to Parent that it is prepared to effect a Company Adverse Recommendation
Change or terminate this Agreement pursuant to Section 8.01, which notice shall contain a
reasonably detailed description of the basis for the Company Adverse Recommendation Change
or termination, the identity of the Person making the Superior Company Proposal, if applicable,
and the material terms and conditions of such Superior Company Proposal, if applicable (it being
understood and agreed that the delivery of such notice shall not, in and of itself, be deemed to be
a Company Adverse Recommendation Change); (C) the Company shall have negotiated, and
shall have caused its Representatives to negotiate, in good faith with Parent during such notice
period, to the extent Parent wishes to negotiate; and (D) following the end of such notice period,
the Company Board shall have considered any proposed revisions to this Agreement proposed by
Parent in writing, and shall have determined, after consultation with outside legal counsel and
independent financial advisors, that such Superior Company Proposal would continue to

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constitute a Superior Company Proposal if such revisions were to be given effect; provided, that
in the event of any material change to the material terms of such Superior Company Proposal,
the Company shall, in each case, have delivered to Parent an additional notice consistent with
that described in subclause (B) above and the notice period shall have recommenced, except that
the notice period shall be at least two (2) Business Days.

(d)The Company shall, as promptly as practicable (and in any event within twenty-
four (24) hours), advise Parent of the receipt of (i) any Company Takeover Proposal or request
for information or inquiry that expressly contemplates or that the Company believes could
reasonably be expected to lead to a Company Takeover Proposal, (ii) the identity of the Person
making the Company Takeover Proposal, request or inquiry, and (iii) the material terms and
conditions of such Company Takeover Proposal, request or inquiry. The Company shall keep
Parent promptly advised of all material developments (including all changes to the material
terms of any Company Takeover Proposal), discussions or negotiations regarding any Company
Takeover Proposal and the status of such Company Takeover Proposal. The Company agrees
that it and the Company Subsidiaries will not enter into any confidentiality agreement with any
Person subsequent to the date hereof which prohibits it or a Company Subsidiary from providing
any information required to be provided to Parent in accordance with this Section 5.03 within the
time periods contemplated hereby.

(e)Nothing contained in this Agreement shall prohibit the Company from (i) taking
and disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item
1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure
to the Company’s stockholders if, the Company Board determines, after consultation with
outside legal counsel, that the failure so to disclose would be inconsistent with the directors’
duties under applicable Law; provided, however, that any disclosure other than a “stop, look and
listen” letter or similar communication of the type contemplated by Rule 14d-9(f) under the
Exchange Act, an accurate disclosure of factual information to the Company’s stockholders that
is required to be made to such stockholders under applicable Law or in satisfaction of the
directors’ duties or applicable Law, an express rejection of any applicable Company Takeover
Proposal or an express reaffirmation of the Company Board’s recommendation of the
Agreement, the Merger and the other Transactions shall be deemed to be a Company Adverse
Recommendation Change.

(f)Notwithstanding anything in this Agreement to the contrary, at any time prior to
any termination of this Agreement, the Company Board may grant a waiver or release under, or
determine not to enforce, any standstill agreement with respect to any class of equity securities of
the Company if the Company Board determines that the failure to take such action would be
inconsistent with the directors’ duties under applicable Law.

5.04Parent No Solicitation.

(a)Except as permitted by this Section 5.04, from the date hereof until the Effective
Time, or, if earlier, the termination of this Agreement in accordance with its terms, Parent shall
not, nor shall it authorize or permit any Parent Subsidiary to, nor shall it authorize any
Representatives of Parent or any Parent Subsidiary to, directly or indirectly, (i) solicit, initiate,
knowingly encourage or take any other action to knowingly facilitate any inquiry, discussion,

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offer or request that constitutes, or could reasonably be expected to lead to, a Parent Takeover
Proposal, (ii) enter into any agreement, letter of intent, memorandum of understanding or other
similar instrument with respect to any Parent Takeover Proposal (other than an Acceptable
Confidentiality Agreement entered into in accordance with this Section 5.04) or (iii) enter into,
continue, conduct, engage or otherwise participate in any discussions or negotiations regarding,
or furnish to any Person any non-public information with respect to, or for the purpose of
encouraging or facilitating, any Parent Takeover Proposal. Parent shall, shall cause the Parent
Subsidiaries, and shall direct its Representatives to, immediately cease and cause to be
terminated all existing discussions and negotiations with any Person conducted theretofore with
respect to any Parent Takeover Proposal and request that any such Person promptly return and/or
destroy all confidential information concerning Parent and the Parent’s Subsidiaries to the extent
permitted pursuant to a confidentiality agreement with any such Persons. Notwithstanding
anything in this Agreement to the contrary, prior to obtaining Parent Stockholder Approval,
Parent and its Representatives may, in response to each (if any) Parent Takeover Proposal made
after the date hereof that does not result from a material breach of this Section 5.04, (y) contact
the Person making such Parent Takeover Proposal solely to clarify the terms and conditions
thereof and (z) if the Parent Board determines in good faith, after consultation with outside legal
counsel and independent financial advisors, that such Parent Takeover Proposal constitutes or
could reasonably be expected to lead to a Superior Parent Proposal, (1) provide access to or
furnish information with respect to Parent and the Parent Subsidiaries to the Person making such
Parent Takeover Proposal and its Representatives pursuant to an Acceptable Confidentiality
Agreement; provided, that Parent will prior to or concurrently with the time such information is
provided to such Person provide Parent with all non-public information regarding Parent that has
not previously been provided to Parent that is provided to any Person making such Parent
Takeover Proposal; and (2) conduct, engage or participate in discussions or negotiations with
such Person and its Representatives making such Parent Takeover Proposal.

For purposes of this Agreement, “Parent Takeover Proposal” means any inquiry, proposal
or offer from any Person (other than Parent or any Parent Subsidiary) or “group”, within the
meaning of Section 13(d) of the Exchange Act, relating to, in a single transaction or series of
related transactions, any (A) acquisition of assets of Parent and the Parent Subsidiaries equal to
20% or more of Parent’s consolidated assets (as determined on a book-value basis) or to which
20% or more of the Company’s revenues or earnings on a consolidated basis are attributable, (B)
acquisition of 20% or more of the outstanding Parent Common Stock, (C) tender offer or
exchange offer that if consummated would result in any Person beneficially owning 20% or more
of the outstanding Parent Common Stock, (D) merger, consolidation, share exchange, business
combination, recapitalization, liquidation, dissolution or similar transaction involving the
Company or (E) combination of the foregoing types of transactions if the sum of the percentage
of consolidated assets, consolidated revenues or earnings and Parent Common Stock involved is
20% or more, in each case, other than the Transactions.

For purposes of this Agreement, “Superior Parent Proposal” means any bona fide written
Parent Takeover Proposal (except that, for purposes of this definition, the references in the
definition of “Parent Takeover Proposal” to “20%” shall be replaced by “50%”) that was not the
result of a material breach by Parent of this Section 5.04 and that the Parent Board has
determined in good faith, after consulting with Parent’s outside legal counsel and independent
financial advisors, is reasonably likely to be consummated in accordance with its terms and that,

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if consummated, would result in a transaction more favorable to Parent’s stockholders (solely in
their capacity as such) than the Transactions (including any revisions to the terms of this
Agreement proposed by Parent in response to such proposal or otherwise) taking into account all
reasonably available legal, financial, regulatory and other aspects of such Parent Takeover
Proposal (including the likelihood of consummation of such Parent Takeover Proposal) that the
Parent Board deems relevant.

(b)Except as expressly permitted by this Section 5.04(b), neither the Parent Board
nor any committee thereof shall (i) (A) fail to recommend to Parent’s stockholders that the
Parent Stockholder Approval be given or fail to include the Parent Board’s recommendation of
the Agreement, the Merger and the other Transactions in the Joint Proxy Statement, (B) change,
modify, withhold, or withdraw, or publicly propose to change, qualify, withhold, withdraw of
modify, in a manner adverse to the Company or the Company OP, the approval of this
Agreement, the Merger or any of the other Transactions, (C) take any formal action or make any
recommendation or public statement or other disclosure in connection with a tender offer or
exchange offer other than a recommendation against such offer or a temporary “stop, look and
listen” communication by the Company Board pursuant to Rule 14d-9(f) under the Exchange
Act, (D) adopt, approve or recommend, or publicly propose to approve or recommend to the
stockholders of Parent any Parent Takeover Proposal or agree to take any such action, or (E) fail
to publicly recommend against any Parent Takeover Proposal within five (5) Business Days of
the request of the Company and/or fail to reaffirm the Parent Board’s recommendation of the
Agreement, the Merger and the other Transactions within five (5) Business Days of the request
of the Company, or such fewer number of days as remains prior to the Parent Stockholder
Meeting (any action described in this clause (i) being referred to herein as a “Parent Adverse
Recommendation Change”) or (ii) cause or permit Parent or any of the Parent Subsidiaries to
enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition
agreement, merger agreement, joint venture agreement, partnership agreement or other similar
agreement relating to a Parent Takeover Proposal (other than an Acceptable Confidentiality
Agreement) (a “Parent Alternative Acquisition Agreement”), or resolve or agree to take any such
action. Notwithstanding anything in this Agreement to the contrary, prior to obtaining Parent
Stockholder Approval, but not after, the Parent Board may (I) effect a Parent Adverse
Recommendation Change if (a)(1) a material development or change in circumstances occurs or
arises after the date of this Agreement that was not known by the Parent Board as of the date of
this Agreement (such material development or change in circumstances being referred to herein
as a “Parent Intervening Event”), and (2) the Parent Board shall have determined, after
consultation with outside legal counsel, that, in light of such Parent Intervening Event, failure to
take such action would be inconsistent with the directors’ duties under applicable Law, or
(b) Parent receives a Parent Takeover Proposal that was not the result of a breach by Parent of
this Section 5.04 in any material respect and that the Parent Board determines, after consultation
with outside legal counsel and independent financial advisors, constitutes a Superior Parent
Proposal, and (II) enter into a Parent Alternative Acquisition Agreement with respect to a Parent
Takeover Proposal and concurrently cause Parent to terminate this Agreement pursuant to
Section 8.01, if and only if, Parent receives a Company Takeover Proposal that was not the result
of a breach by Parent of this Section 5.04 in any material respect and that the Parent Board
determines, after consultation with outside legal counsel and independent financial advisors,
constitutes a Superior Parent Proposal.

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(c)The Parent Board shall not be entitled to (i) effect a Parent Adverse
Recommendation Change or (ii) terminate this Agreement pursuant to Section 8.01 to enter into
a Parent Alternative Acquisition Agreement with respect to a Superior Parent Proposal unless:
(A) the Parent Board shall have determined, after consultation with outside legal counsel, that
failure to take such action would be inconsistent with the directors’ duties under applicable Law;
(B) the Parent Board shall have provided at least four (4) Business Days’ prior written notice to
the Company that it is prepared to effect a Parent Adverse Recommendation Change or terminate
this Agreement pursuant to Section 8.01, which notice shall contain a reasonably detailed
description of the basis for the Parent Adverse Recommendation Change or termination, the
identity of the Person making the Superior Parent Proposal, if applicable, and the material terms
and conditions of such Superior Parent Proposal, if applicable (it being understood and agreed
that the delivery of such notice shall not, in and of itself, be deemed to be a Parent Adverse
Recommendation Change); (C) Parent shall have negotiated, and shall have caused its
Representatives to negotiate, in good faith with the Company during such notice period, to the
extent the Company wishes to negotiate; and (D) following the end of such notice period, the
Parent Board shall have considered any proposed revisions to this Agreement proposed by the
Company in writing, and shall have determined, after consultation with its outside legal counsel
and independent financial advisors, that such Superior Parent Proposal would continue to
constitute a Superior Parent Proposal if such revisions were to be given effect; provided, that in
the event of any material change to the material terms of such Superior Parent Proposal, the
Company shall, in each case, have delivered to the Company an additional notice consistent with
that described in subclause (B) above and the notice period shall have recommenced, except that
the notice period shall be at least two (2) Business Days.

(d)Parent shall, as promptly as practicable (and in any event within twenty-four (24)
hours), advise the Company of the receipt of (i) any Parent Takeover Proposal or request for
information or inquiry that expressly contemplates or that Parent believes could reasonably be
expected to lead to a Parent Takeover Proposal, (ii) the identity of the Person making the Parent
Takeover Proposal, request or inquiry, and (iii) the material terms and conditions of such Parent
Takeover Proposal, request or inquiry. Parent shall keep the Company promptly advised of all
material developments (including all changes to the material terms of any Parent Takeover
Proposal), discussions or negotiations regarding any Parent Takeover Proposal and the status of
such Parent Takeover Proposal. Parent agrees that it and the Parent Subsidiaries will not enter
into any confidentiality agreement with any Person subsequent to the date hereof which prohibits
it or a Parent Subsidiary from providing any information required to be provided to the Company
in accordance with this Section 5.04 within the time periods contemplated hereby.

(e)Nothing contained in this Agreement shall prohibit Parent from (i) taking and
disclosing to its stockholders a position contemplated by Rule 14d-9, Rule 14e-2(a) or Item
1012(a) of Regulation M-A promulgated under the Exchange Act or (ii) making any disclosure
to the Parent’s stockholders if, the Parent Board determines, after consultation with outside legal
counsel, that the failure so to disclose would be inconsistent with the directors’ duties under
applicable Law; provided, however, that any disclosure other than a “stop, look and listen” letter
or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act, an
accurate disclosure of factual information to the Parent’s stockholders that is required to be made
to such stockholders under applicable Law or in satisfaction of the directors’ duties or applicable
Law, an express rejection of any applicable Parent Takeover Proposal or an express reaffirmation

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of the Parent Board’s recommendation of the Agreement, the Merger and the other Transactions
shall be deemed to be a Parent Adverse Recommendation Change.

(f)Notwithstanding anything in this Agreement to the contrary, at any time prior to
any termination of this Agreement, the Parent Board may grant a waiver or release under, or
determine not to enforce, any standstill agreement with respect to any class of equity securities of
the Parent if the Parent Board determines that the failure to take such action would be
inconsistent with the directors’ duties under applicable Law.

ARTICLE VI

ADDITIONAL AGREEMENTS

6.01Preparation of Form S-4 and Joint Proxy Statement; Stockholder Approvals.

(a)As promptly as reasonably practicable following the date of this Agreement, (i)
the Company and Parent shall jointly prepare and cause to be filed with the SEC the Joint Proxy
Statement in preliminary form relating to the Company Stockholder Meeting and the Parent
Stockholder Meeting, and (ii) Parent shall prepare (with the Company’s reasonable cooperation)
and cause to be filed with the SEC the Form S-4, which will include the Joint Proxy Statement as
a prospectus, in connection with the registration under the Securities Act of the Parent Common
Stock to be issued in the Merger. Each of the Company and Parent shall use its reasonable best
efforts to (A) have the Form S-4 declared effective under the Securities Act as promptly as
practicable after such filing, (B) ensure that the Form S-4 complies in all material respects with
the applicable provisions of the Exchange Act and the Securities Act and (C) keep the Form S-4
effective for so long as necessary to complete the Merger unless this Agreement is terminated
pursuant to Section 8.01. Each of the Company and Parent shall furnish all information
concerning itself, its Affiliates and the holders of its capital stock or other equity interests to the
other and provide such other assistance as may be reasonably requested by the other in
connection with the preparation, filing and distribution of the Form S-4 and the Joint Proxy
Statement and shall provide to their and each other’s counsel such representations as are
reasonably necessary to render the opinions required to be filed therewith. The Form S-4 and the
Joint Proxy Statement shall include all information reasonably requested by such other party to
be included therein. Each of the Company and Parent shall promptly notify the other upon the
receipt of any comments from the SEC or any request from the SEC for amendments or
supplements to the Form S-4 or the Joint Proxy Statement, and shall, as promptly as practicable
after receipt thereof, provide the other with copies of all correspondence between it and its
Representatives, on the one hand, and the SEC, on the other hand, and all written comments with
respect to the Joint Proxy Statement or the Form S-4 received from the SEC and advise the other
party of any oral comments with respect to the Joint Proxy Statement or the Form S-4 received
from the SEC. Each of the Company and Parent shall use its reasonable best efforts to respond as
promptly as practicable to any comments from the SEC with respect to the Joint Proxy
Statement, and Parent shall use its reasonable best efforts to respond as promptly as practicable
to any comments from the SEC with respect to the Form S-4. Notwithstanding the foregoing,
prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy
Statement (or any amendment or supplement thereto) or responding to any comments from the
SEC with respect thereto, each of the Company and Parent shall cooperate and provide the other
a reasonable opportunity to review and comment on such document or response (including the

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proposed final version of such document or response). Parent shall advise the Company,
promptly after it receives notice thereof, of the time of effectiveness of the Form S-4, the
issuance of any stop order relating thereto or the suspension of the qualification of the Parent
Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction,
and Parent and the Company shall use their reasonable best efforts to have any such stop order or
suspension lifted, reversed or otherwise terminated. Parent shall also take any other action
reasonably required to be taken under the Securities Act, the Exchange Act, any applicable
foreign or state securities or “blue sky” Laws and the rules and regulations thereunder in
connection with the issuance of the Parent Common Stock in the Merger, and the Company shall
furnish all information concerning the Company and the holders of the Company Common Stock
as may be reasonably requested in connection with any such actions.

(b)If, at any time prior to the receipt of the Company Stockholder Approval or the
Parent Stockholder Approval, any information relating to the Company or Parent, or any of their
respective Affiliates, should be discovered by the Company or Parent which, in the reasonable
judgment of the Company or Parent, should be set forth in an amendment of, or a supplement to,
either the Form S-4 or the Joint Proxy Statement, so that such documents would not include any
misstatement of a material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading,
the party that discovers such information shall promptly notify Parent or the Company, as
applicable, and the Company and Parent shall cooperate in the prompt filing with the SEC of any
necessary amendment of, or supplement to, the Joint Proxy Statement or the Form S-4 and, to the
extent required by Law, in disseminating the information contained in such amendment or
supplement to stockholders of the Company and the stockholders of Parent. Nothing in this
Section 6.01(b) shall limit the obligations of any party under Section 6.01(a). For purposes of
Section 3.06, Section 4.06 and this Section 6.01, any information concerning or related to the
Company, its Affiliates or the Company Stockholder Meeting will be deemed to have been
provided by the Company, and any information concerning or related to Parent, its Affiliates or
the Parent Stockholder Meeting will be deemed to have been provided by Parent.

(c)Unless and until this Agreement is terminated, as promptly as practicable
following the date of this Agreement, the Company shall, in accordance with applicable Law and
the Company Governing Documents, establish a record date for, duly call, give notice of,
convene and hold the Company Stockholder Meeting. The Company shall use its reasonable best
efforts to cause the Joint Proxy Statement to be mailed to the stockholders of the Company
entitled to notice of, and to vote at, the Company Stockholder Meeting and to hold the Company
Stockholder Meeting as soon as practicable after the Form S-4 is declared effective under the
Securities Act. The Company shall, through the Company Board, recommend to its stockholders
that they give the Company Stockholder Approval, include such recommendation in the Joint
Proxy Statement and solicit and use its reasonable best efforts to obtain the Company
Stockholder Approval, except to the extent that the Company Board shall have made a Company
Adverse Recommendation Change as permitted by Section 5.03(b) or effected a termination
pursuant to Section 8.01. Notwithstanding the foregoing provisions of this Section 6.01(c), if, on
a date for which the Company Stockholder Meeting is scheduled, the Company has not received
proxies representing a sufficient number of shares of Company Common Stock to obtain the
Company Stockholder Approval, whether or not a quorum is present, the Company shall have
the right to make one or more successive postponements or adjournments of the Company

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Stockholder Meeting; provided that the Company Stockholder Meeting is not postponed or
adjourned to a date that is more than three (3) Business Days prior to the End Date.
Notwithstanding any Company Adverse Recommendation Change, unless this Agreement is
terminated in accordance with its terms, the obligations of the parties hereunder shall continue in
full force and effect and such obligations shall not be affected by the commencement, public
proposal, public disclosure or communication to Company of any Company Takeover Proposal
(whether or not a Superior Company Proposal).

(d)As promptly as practicable following the date of this Agreement, Parent shall
(through the Parent Board, as appropriate), in accordance with applicable Law and the Parent
Governing Documents, establish a record date for, duly call, give notice of, convene and hold the
Parent Stockholder Meeting. Parent shall use its reasonable best efforts to cause the Joint Proxy
Statement to be mailed to the stockholders of Parent entitled to notice of, and to vote at, the
Parent Stockholder Meeting and to hold the Parent Stockholder Meeting as soon as practicable
after the Form S-4 is declared effective under the Securities Act. Parent shall, through the Parent
Board, recommend to its stockholders that they give the Parent Stockholder Approval, include
such recommendation in the Joint Proxy Statement, and solicit and use its reasonable best efforts
to obtain the Parent Stockholder Approval, except to the extent that the Parent Board shall have
made a Parent Adverse Recommendation Change as permitted by Section 5.04(b) or effected a
termination pursuant to Section 8.01. Notwithstanding the foregoing provisions of this Section
6.01(d), if, on a date for which the Parent Stockholder Meeting is scheduled, Parent has not
received proxies representing a sufficient number of shares of Parent Common Stock to obtain
the Parent Stockholder Approval, whether or not a quorum is present, Parent shall have the right
to make one or more successive postponements or adjournments of the Parent Stockholder
Meeting; provided that the Parent Stockholder Meeting is not postponed or adjourned to a date
that is more than three (3) Business Days prior to the End Date.

(e)Unless and until this Agreement is terminated, the Company and Parent will use
their respective reasonable best efforts to hold the Company Stockholder Meeting and the Parent
Stockholder Meeting on the same date and as soon as reasonably practicable after the date of this
Agreement.

(f)Parent and Parent OP shall cause all shares of Company Common Stock owned
by Parent, Parent OP or any of their respective Affiliates to be voted in favor of the approval of
the Merger.

6.02Access to Information; Confidentiality. From the date of this Agreement until the
Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section
8.01, subject to applicable Law, and upon reasonable prior written notice, the Company, on the
one hand, and Parent, on the other hand, shall, and each shall cause each of their respective
Subsidiaries to, afford to the other parties and to the other parties’ respective Representatives
reasonable access during normal business hours to all of their and their respective Subsidiaries’
properties, offices, personnel and books and records and, during such period, the Company, on
the one hand, and Parent, on the other hand, shall, and each shall cause each of their respective
Subsidiaries to, furnish promptly to the other parties all financial, operating and other data and
information concerning its business, properties and personnel as each may reasonably request;
provided, however, that any such access shall not interfere unreasonably with the business or

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operations of the party granting access or otherwise result in any unreasonable interference with
the prompt and timely discharge by such party’s employees of their normal duties. Neither the
Company, nor Parent, nor any of their respective Subsidiaries shall be required to (i) provide
access to or to disclose information where such access or disclosure would reasonably be
expected to jeopardize the attorney-client, attorney work product or other legal privilege of the
disclosing party (provided that the disclosing party shall use its reasonable best efforts to allow
for such access or disclosure in a manner that would not reasonably be expected to jeopardize the
attorney-client, attorney work product or other legal privilege) or contravene any Law, legal duty
or binding agreement entered into prior to the date of this Agreement (provided that the
disclosing party shall use its reasonable best efforts to make appropriate substitute arrangements
to permit reasonable disclosure not in violation of any Law, legal duty or agreement) or (ii)
provide access to or to disclose such portions of documents or information relating to pricing or
other matters that are highly sensitive where such access or disclosure is reasonably likely to
result in antitrust difficulties for the disclosing party or any of its Affiliates. No investigation
under this Section 6.02 or otherwise shall affect any of the representations and warranties of the
Company and the Company OP, on the one hand, or of Parent, Parent OP and Merger Sub, on
the other hand, contained in this Agreement or any condition to the obligations of the parties
under this Agreement. All information exchanged pursuant to this Section 6.02 shall be subject
to the non-disclosure agreement, dated as of June 8, 2021, between the Company and Parent (or
one of its upstream Affiliates) (the “Confidentiality Agreement”).

6.03Reasonable Best Efforts; Notification.

(a)Upon the terms and subject to the conditions set forth in this Agreement, each of
the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all actions
and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all
things necessary to fulfill all conditions applicable to such party pursuant to this Agreement and
to consummate and make effective, in the most expeditious manner practicable, the Merger and
the other Transactions, including (i) obtaining all necessary actions or non-actions, waivers,
Consents and qualifications from Governmental Entities and making all necessary registrations,
filings and notifications and taking all reasonable steps as may be necessary to obtain an
approval, clearance, non-action letter, waiver or exemption from any Governmental Entity;
(ii) obtaining all necessary Consents, qualifications, approvals, waivers or exemptions from non-
governmental third parties; (iii) defending any lawsuit or other Legal Proceeding, whether
judicial or administrative, challenging this Agreement or the consummation of the Transactions,
including seeking to have any stay or temporary restraining order entered by any court or other
Governmental Entity vacated or reversed; and (iv) executing and delivering any additional
documents or instruments necessary to consummate the Transactions and to carry out this
Agreement.

(b)The parties shall reasonably cooperate with each other in connection with the
making of all such filings, including furnishing to the others such information and assistance as a
party may reasonably request in connection with its preparation of any filing or submission that
is necessary or allowable under applicable competition or other Law or requested by any
competition authorities. The parties shall use their respective reasonable best efforts to furnish to
each other all information required for any application or other filing to be made pursuant to any
Law (including all information required to be included in the Company’s disclosure documents)

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in connection with the Transactions. To the extent permitted by applicable Law or any relevant
Governmental Entity, and subject to all applicable privileges, including the attorney-client
privilege, each party hereto shall (i) give the other parties hereto prompt notice upon obtaining
knowledge of the making or commencement of any request, inquiry, investigation, action or
Legal Proceeding by or before any Governmental Entity with respect to the Merger or any of the
other Transactions, (ii) keep the other parties hereto informed as to the status of any such request,
inquiry, investigation, action or Legal Proceeding and (iii) promptly inform the other parties
hereto of any material communication to or from the U.S. Federal Trade Commission, the U.S.
Department of Justice, any foreign competition authority or any other Governmental Entity
regarding the Merger or any of the other Transactions. The parties hereto will consult and
reasonably cooperate with one another, and consider in good faith the views of one another, in
connection with, and provide to the other parties in advance, all analyses, appearances,
presentations, memoranda, briefs, arguments, opinions and proposals to be made or submitted by
or on behalf of any party hereto, including reasonable access to any materials submitted in
connection with any proceedings under or relating to any other applicable federal, state or
foreign competition, merger control, antitrust or similar Law, including any proceeding under 16
C.F.R. § 803.20.

(c)Any party may, as it reasonably deems advisable and necessary, designate any
competitively sensitive material provided to the other parties under this Section 6.03 as “outside
counsel only.” Such materials and the information contained therein shall be given only to the
outside legal counsel of the recipient and will not be disclosed by such outside counsel to
employees, officers or directors of the recipient, unless express written permission is obtained in
advance from the source of such materials. In addition, except as may be prohibited by any
Governmental Entity or by any Law, each party hereto will permit authorized Representatives of
the other parties to be present at each meeting or telephone conference of which such party shall
have advance notice (other than telephone conversations to the extent they relate to
administrative matters) with representatives of any Governmental Entity relating to any such
request, inquiry, investigation, action or Legal Proceeding and to have access to and be consulted
in connection with any document, opinion or proposal made or submitted to any Governmental
Entity in connection with any such request, inquiry, investigation, action or proceeding.

(d)In furtherance and not in limitation of the foregoing, subject to the terms and
conditions of this Agreement, each of the parties hereto shall respond to and seek to resolve as
promptly as reasonably practicable any objection asserted by any Governmental Entity with
respect to the Transactions, and shall use its reasonable best efforts to defend any action, suit,
dispute, litigation, proceeding, hearing, arbitration or claim by or before any Governmental
Entity, whether judicial or administrative, whether brought by private parties or Governmental
Entities or officials, challenging this Agreement or the consummation of the Transactions. Each
of the parties hereto shall use its reasonable best efforts to take such action as is reasonably
necessary to ensure that no Governmental Entity enters any order, decision, Judgment, decree,
ruling, injunction (preliminary or permanent), or establishes any Law, rule, regulation or other
action preliminarily or permanently restraining, enjoining or prohibiting the consummation of the
Merger or the other Transactions, or to ensure that no Governmental Entity with the authority to
clear, authorize or otherwise approve the consummation of the Merger, fails to do so by the End
Date. In the event that any action is threatened or instituted challenging the Merger as violative
of any Law, each of the parties hereto shall use its reasonable best efforts to take such action as is

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reasonably necessary to avoid or resolve such action. In the event that any permanent or
preliminary injunction or other order is entered or becomes reasonably foreseeable to be entered
in any proceeding that would make consummation of the transactions contemplated hereby in
accordance with the terms of this Agreement unlawful or that would restrain, enjoin or otherwise
prevent or materially delay the consummation of the Transactions, each of the parties hereto
shall use its reasonable best efforts to take promptly such steps as are reasonably necessary to
vacate, modify or suspend such injunction or order so as to permit such consummation prior to
the End Date and shall cooperate with one another in connection with all proceedings related to
the foregoing. The actions required hereunder shall include, without limitation, the proposal,
negotiation and acceptance by the Company or Parent prior to the End Date of (i) any and all
divestitures of the businesses or assets of it or its Subsidiaries or its Affiliates, (ii) any agreement
to hold any assets of Parent or any of the Parent Subsidiaries or of the Company or any of the
Company Subsidiaries separate, (iii) any limitation to or modification of any of the businesses,
services or operations of Parent or any of the Parent Subsidiaries or of the Company or any of the
Company Subsidiaries, and (iv) any other action (including any action that limits the freedom of
action, ownership or control with respect to, or ability to retain or hold, any of the businesses,
assets, properties or services of Parent or any of the Parent Subsidiaries or of the Company or
any of the Company Subsidiaries), in each case as may be required by any applicable
Governmental Entity in order to obtain approval for the Transactions; provided, however, that no
party hereto shall be required to become subject to, or consent or agree to or otherwise take any
action with respect to, any order, requirement, condition, understanding or agreement of or with
a Governmental Entity to sell, to license, to hold separate or otherwise dispose of, or to conduct,
restrict, operate, or otherwise change their assets or businesses, unless such order, requirement,
condition, understanding or agreement is conditioned upon the occurrence of the Closing.

(e)In connection with and without limiting the foregoing, the Company, the
Company OP and the Company Board shall (i) take all action necessary to ensure that no state
takeover statute or similar statute or regulation is or becomes applicable to this Agreement, the
Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state
takeover statute or similar statute or regulation becomes applicable to this Agreement, the
Partnership Merger, the Company Merger or any of the other Transactions, take all action
necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions
may be consummated as promptly as practicable on the terms contemplated by this Agreement
and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the
Company Merger and the other Transactions.

(f)In connection with and without limiting the foregoing, Parent, Parent OP, Merger
Sub and the Parent Board shall (i) take all action necessary to ensure that no state takeover
statute or similar statute or regulation is or becomes applicable to this Agreement, the
Partnership Merger, the Company Merger or any of the other Transactions and (ii) if any state
takeover statute or similar statute or regulation becomes applicable to this Agreement, the
Partnership Merger, the Company Merger or any of the other Transactions, take all action
necessary to ensure that the Partnership Merger, the Company Merger and the other Transactions
may be consummated as promptly as practicable on the terms contemplated by this Agreement
and otherwise to minimize the effect of such statute or regulation on the Partnership Merger, the
Company Merger and the other Transactions.

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(g)Each of the Company and the Company OP, on the one hand, and Parent and
Parent OP, on the other hand, shall, to the extent permitted by applicable Law and any relevant
Governmental Entity and subject to all privileges (including the attorney-client privilege),
promptly (and in any event within two (2) Business Days) notify the other party in writing of:

(i)any notice or other communication from any Person alleging that the
Consent of such Person is or may be required in connection with the Transactions;

(ii)any action, suit, claim, investigation or proceeding commenced or, to its
Knowledge, threatened against, relating to or involving or otherwise affecting the Company, the
Company OP or any of the Company Subsidiaries or Parent or any of the Parent Subsidiaries, as
the case may be, that, if pending on the date of this Agreement, would have been required to
have been disclosed pursuant to any of the representations and warranties contained herein, or
that relates to the consummation of the Transactions;

(iii)any inaccuracy of any representation or warranty contained in this
Agreement at any time during the term hereof that would reasonably be likely to cause the
conditions set forth in Article VII not to be satisfied;

(iv)any notice or other communication from any Governmental Entity in
connection with the Merger;

(v)in the case of the Company, any Event which, either individually or in the
aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect or
would reasonably be likely to materially impair or delay the ability of the Company or the
Company OP to consummate the Merger;

(vi)in the case of Parent, any Event which, either individually or in the
aggregate, has had or would reasonably be likely to have a Parent Material Adverse Effect or
would reasonably be likely to materially impair or delay the ability of Parent or Parent OP to
consummate the Merger; and

(vii)any failure of such party to comply with or satisfy any covenant, condition
or agreement to be complied with or satisfied by it hereunder.

6.04Employment of Company Personnel; Benefit Plans.

(a)For a period of 12 months following the Effective Time, Parent shall provide, or
cause to be provided, Continuing Employees at least the same rate of base salary, wage rates and
variable cash compensation opportunities provided to such Continuing Employees immediately
prior to the Closing and benefits on terms no less favorable in the aggregate than those provided
immediately prior to Closing; provided, however, that this paragraph does not guarantee the
continued employment of any Continuing Employee for any period.

(b)Effective upon the Closing Date, Parent or a Parent Subsidiary will implement a
severance plan (i) covering the Continuing Employees identified in Section 6.04(b)(i) of the
Parent Disclosure Letter, and (ii) that contains terms and conditions consistent with those set

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forth in Section 6.04(b)(ii) of the Parent Disclosure Letter. Such severance plan will remain in
effect until at least the first anniversary of the Closing Date.

(c)Effective upon the Closing Date, Parent or a Parent Subsidiary will implement a
stay bonus plan (i) covering the Continuing Employees identified in Section 6.04(c)(i) of the
Parent Disclosure Letter and (ii) that contains terms and conditions consistent with those set forth
in Section 6.04(c)(ii) of the Parent Disclosure Letter.

(d)If Continuing Employees become eligible to participate in Parent’s or any of its
Affiliate’s 401(k) or health and welfare benefit plans (“Parent Employee Plans”), then to the
extent permitted by the terms of the applicable Parent Employee Plan (or its plan administrator if
not Parent), and in accordance with Applicable Law, Parent shall give, or cause to be given, to
each Continuing Employee full credit, for purposes of eligibility to participate and the
calculation of vacation, sick days, severance and/or similar benefits (but excluding vesting)
under such Parent Employee Plans in which Continuing Employees are eligible to participate, for
his or her full and partial years of service with the Company and Steadfast REIT Services, Inc.
and its affiliates thereof prior to the Effective Time to the same extent provided under the
comparable Company Employee Plan in which such Continuing Employee participated
immediately, if applicable, prior to the Effective Time, unless such credit would result in a
duplication of benefits.

(e)To the extent permissible under the Parent Employee Plans and to the extent such
limitations would have been inapplicable under the comparable Company Employee Plan
covering such Continuing Employees, Parent shall, and shall cause its Affiliates to, waive
limitations on benefits relating to any pre-existing condition of the Continuing Employees and
their eligible spouses and dependents under any Parent Employee Plan that is a group health plan
and that becomes applicable to such Continuing Employees.

(f)From the date of this Agreement until the Effective Time, Parent and the
Company shall use reasonable best efforts to comply with any notice or other applicable
requirements under the WARN Act that Parent and the Company reasonably determine will be
triggered in connection with the transactions contemplated by this Agreement. The Company
shall be responsible for complying with the WARN Act due to any terminations of Company
employees that occur on or before the Closing. Parent and Parent Subsidiaries shall be
responsible for complying with the WARN Act due to terminations of Continuing Employees
after the Closing. Parent or the Parent Subsidiaries shall indemnify and hold the Company and
Company Subsidiaries harmless with respect to any liability, damages, fines, or costs (including
reasonable attorney fees) relating to the WARN Act due to terminations of Continuing
Employees after the Closing.

(g)If requested by Parent at least ten Business Days prior to the Closing Date, the
Company shall terminate its Company Benefit Plan that is intended to qualify as a tax-qualified
defined contribution retirement plan with a cash or deferred arrangement under Section 401(k) of
the Code (the “Company 401(k) Plan”) effective on the day immediately preceding the Closing
Date; provided, however, that such Company 401(k) Plan termination may be made contingent
upon the occurrence of the Closing. In that case, the Company shall provide Parent with
evidence that such Company 401(k) Plan has been terminated pursuant to resolutions of the

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Board or any applicable committee thereof. If the Company 401(k) Plan is terminated as
provided herein, (i) each active employee who participates in the Company 401(k) Plan shall
become fully vested in any unvested portion of his or her accounts under the Company 401(k)
Plan and (ii) as soon as reasonably practicable following the Closing, Parent shall designate a
tax-qualified defined contribution retirement plan with a cash or deferred arrangement under
Section 401(k) of the Code maintained by Parent or a Subsidiary of Parent (a “Parent 401(k)
Plan”) that will cover the Continuing Employees after the Closing Date. If reasonably requested
by the Company, Parent shall cause the Parent 401(k) Plan to accept the direct rollover of
distributions from the Company 401(k) Plan (including loans) with respect to any such
Continuing Employee who elects such a rollover in accordance with the terms of the Company
401(k) Plan and the Code. Parent shall take reasonable steps to provide that any
such loans that are directly rolled over into the Parent 401(k) Plan will include similar payment
terms to the extent allowed under applicable law and the terms of the Parent 401(k) Plan.

(h)Parent shall be responsible for perpetuating the group health plan continuation
coverages pursuant to Code section 4980B and ERISA sections 601 through 609 for all eligible
employees who were employed by the Company or any Company Subsidiary and their spouses
and dependents who are M&A qualified beneficiaries with respect to the Transactions
contemplated by this Agreement or whose qualifying event occurs with respect to a Company
Benefit Plan or Parent Benefit Plan on or after Closing.

(i)Parent shall, or shall cause the Surviving Company to honor the obligations of the
Company and the Company Subsidiaries under each Company Benefit Plan, in accordance with
their terms, subject to the right to make amendments or modifications to the extent permitted by
such terms.

(j)Nothing in this Agreement, express or implied, shall (i) alter or limit the ability of
Parent or any of its Subsidiaries (including, after the Effective Time, the Surviving Company or
any Subsidiary of the Surviving Company or Parent OP or any Subsidiary of Parent OP) to
amend, modify or terminate any of the Company Benefit Plans or any other benefit or
employment plan, program, agreement or arrangement after the Effective Time, or (ii) confer
upon any current or former employee or other service provider of the Company or the Company
Subsidiaries, any right to employment or continued employment or continued service with the
Parent or any of its Affiliates or constitute or create an employment agreement with, or modify
the at-will status of, any employee or other service provider.

(k)If the Company or a Company Subsidiary engages an advisor to make
determinations described in section 5 of the employment agreements of the Company’s senior
executives, (i) the advisor shall be selected by the Company (ii) Parent shall be afforded a
reasonable opportunity to participate in all substantive discussions and correspondence with such
advisor, and (iii) any determination of the advisor shall be supported by an opinion reasonably
acceptable to Parent, provided, however, that in no event will Parent or the Company breach, or
otherwise limit, the rights of such senior executives pursuant to section 5 of their employment
agreements.

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6.05Indemnification.

(a)Parent and Parent OP agree that all rights to indemnification, exculpation and
advancement of expenses from liabilities for acts or omissions occurring at or prior to the
Effective Time (including any matters arising in connection with the Transactions) in favor of
the current or former directors or officers of the Company and the Company Subsidiaries as
provided in the Company Articles, the Company Bylaws, the Company OP Limited Partnership
Agreement and the respective comparable organizational documents of the Company
Subsidiaries, and any indemnification or other agreements of the Company (in each case, as in
effect on the date of this Agreement) shall be assumed by the Surviving Company or Parent OP,
as applicable, in the Merger, without further action, at the Effective Time, and shall survive the
Merger and shall continue in full force and effect in accordance with their terms until the
expiration of the applicable statute of limitations with respect to any claims against such
directors or officers arising out of such acts or omissions (and until such later date as such claims
and proceedings arising therefrom shall be finally disposed of), and from and after the Effective
Time Parent shall ensure that the Surviving Company and Parent OP comply with and honor the
foregoing obligations.

(b)Parent shall cause to be maintained for a period of not less than six (6) years from
the Effective Time (and until such later time as any proceedings commenced during such period
shall be finally disposed of) the directors’ and officers’ insurance and indemnification policies of
the Company and the Company OP in effect on the date hereof (provided that Parent may
substitute therefor policies with reputable and financially sound carriers of at least the same
coverage and amounts containing terms and conditions that are no less favorable to the
Indemnified Parties) with respect to events occurring at or prior to the Effective Time (the “D&O
Insurance”) for all Persons who are currently covered by such D&O Insurance, so long as the
annual premium therefor would not be in excess of 300% of the last annual premium paid by the
Company prior to the date of this Agreement (such 300% amount, the “Maximum Premium”);
provided that (i) if the annual premiums for such D&O Insurance exceed the Maximum
Premium, Parent shall maintain the most favorable policies of directors’ and officers’ insurance
obtainable for an annual premium equal to the Maximum Premium and (ii) Parent may satisfy its
obligations under this Section 6.05(b) by causing the Company and the Company OP, as
applicable, to obtain, on or prior to the Closing Date, prepaid (or “tail”) directors’ and officers’
liability insurance policy at Parent’s expense, the material terms of which, including coverage
and amount, are no less favorable to such directors and officers than the insurance coverage
otherwise required under this Section 6.05(b), provided that the annual premium for such “tail”
policy shall not exceed the Maximum Premium.

(c)From and after the Effective Time, to the fullest extent permitted by Law, Parent
shall and shall cause the Surviving Company and any Subsidiaries of the Surviving Company,
including Parent OP, to indemnify, defend and hold harmless, and provide advancement of
expenses to, the present and former officers and directors of the Company, the Company OP or
any Company Subsidiary and any employee of the Company, the Company OP or any Company
Subsidiary who acts as a fiduciary under any Company Benefit Plan (each an “Indemnified
Party”) against all losses, claims, damages, liabilities, fees and expenses (including reasonable
attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (in the case
of settlements, with the approval of the indemnifying party (which approval shall not be

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unreasonably withheld)) (collectively, “Losses”), as incurred (payable monthly upon written
request, which request shall include reasonable evidence of the Losses set forth therein) to the
extent arising from, relating to, or otherwise in respect of, any actual or threatened action, suit,
proceeding or investigation, in respect of actions or omissions occurring at or prior to the
Effective Time in connection with such Indemnified Party’s duties as an officer or director of the
Company, the Company OP or any Company Subsidiary, including in respect of this Agreement,
the Merger and the other Transactions, or as a fiduciary under any Company Benefit Plan. If any
action, suit, proceeding or investigation is brought against any Indemnified Party in which
indemnification or advancement of expenses could be sought by such Indemnified Party under
this Section 6.05(c), the Surviving Company or Parent OP shall have the right to control the
defense thereof after the Effective Time; provided, however, that neither the Surviving Company
nor Parent OP shall settle or compromise or consent to the entry of any judgment or otherwise
terminate any claim, action, suit, proceeding or investigation of an Indemnified Party for which
indemnification may be sought under this Section 6.05(c) unless such settlement, compromise,
consent or termination includes an unconditional release of such Person from all liability arising
out of such claim, action, suit, proceeding or investigation or such Person otherwise consents.

(d)This Section 6.05 is intended to be for the benefit of, and shall be enforceable by,
each of the Indemnified Parties and their respective heirs and legal representatives. The rights
provided for herein shall not be deemed exclusive of any other rights to which an Indemnified
Party is entitled, whether pursuant to Law, contract or otherwise.

(e)In the event that Parent, the Surviving Company or Parent OP or any of their
respective successors or assigns (i) consolidates with or merges into any other Person and is not
the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or
conveys all or substantially all of its properties and assets to any Person, or if Parent dissolves or
dissolves the Surviving Company or Parent OP is dissolved, then, and in each such case, Parent
shall cause the successors and assigns of Parent, the Surviving Company or Parent OP, as
applicable, to assume the obligations of Parent, the Surviving Company or Parent OP, as
applicable, set forth in this Section 6.05.

(f)Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that
may be incurred by any Indemnified Party in enforcing the indemnity, advancement and other
obligations provided in this Section 6.05; provided, however, that such Indemnified Party
provides an undertaking to repay such expenses if it is determined by a final and non-appealable
judgment of a court of competent jurisdiction that such Indemnified Party is not legally entitled
to indemnification under Law.

6.06Rule 16b-3 Matters. Prior to the Effective Time, the Company and Parent shall,
as applicable, take all actions, if any, as may be reasonably necessary or appropriate to ensure
that any dispositions of Company Common Stock (including Company Restricted Stock) or
acquisitions of Parent Common Stock (including Converted Restricted Shares), or dispositions of
Company OP Units or acquisitions of Parent OP Common Units (including in each case any
derivative securities thereof) pursuant to the Transactions by any individual who is subject to
Section 16 of the Exchange Act with respect to the Company or the Company OP are exempt
under Rule 16b-3 promulgated under the Exchange Act. Upon request, the Company shall

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promptly furnish Parent with all requisite information for Parent to take the actions contemplated
by this Section 6.06.

6.07Public Announcements. The parties hereto agree that the initial press release to
be issued with respect to the Merger shall be in the form heretofore agreed upon by the parties
hereto. Except in connection with a Company Adverse Recommendation Change or a Parent
Adverse Recommendation Change, so long as this Agreement is in effect, Parent or Parent OP,
on the one hand, and the Company and the Company OP, on the other hand, shall consult with
each other before issuing, and provide each other the opportunity to review and comment upon,
any press release or other public statements with respect to the Merger and the other
Transactions, and shall not issue any such press release or make any such public statement prior
to such consultation, except as may be required by applicable Law, court process or obligations
pursuant to the listing rules of any national securities exchange.

6.08Transfer Taxes. Parent and the Company shall reasonably cooperate in the
preparation, execution and filing of all returns, questionnaires, applications or other documents
regarding any real property transfer or gains, sales, use, transfer, value added, stock transfer or
stamp taxes, any transfer, recording, registration and other fees and any similar taxes that
become payable in connection with the transactions contemplated by this Agreement (together
with any related interests, penalties or additions to Tax, “Transfer Taxes”), and shall reasonably
cooperate in attempting to minimize the amount of Transfer Taxes.  From and after the Effective
Time, the Surviving Company shall pay or cause to be paid all Transfer Taxes. These taxes shall
be the obligations of Surviving Company without deduction or withholding from or to the
Merger Consideration.

6.09Stockholder Litigation. The Company shall give prompt notice to Parent of and
keep Parent reasonably informed on a current basis with respect to, and Parent shall give prompt
notice to the Company of and keep the Company reasonably informed on a current basis with
respect to, any claim, action, suit, charge, demand, inquiry, subpoena, proceeding, arbitration,
mediation or other investigation commenced or, to such party’s Knowledge, threatened against,
relating to or involving such party or the Company OP or Parent OP, respectively, which relate
to this Agreement, the Merger or the other Transactions. The Company shall give Parent the
opportunity to reasonably participate in (but not control), subject to a customary joint defense
agreement, the defense and settlement of any stockholder litigation (including arbitration
proceedings) against the Company, the Company OP or any Company Subsidiary and/or any of
their respective directors relating to this Agreement and the transactions contemplated hereby,
and no such settlement shall be agreed to without Parent’s prior written consent (which consent
shall not be unreasonably withheld, conditioned or delayed). Parent shall give the Company the
opportunity to reasonably participate in (but not control), subject to a customary joint defense
agreement, the defense and settlement of any stockholder litigation (including arbitration
proceedings) against Parent, Parent OP or any Parent Subsidiary and/or any of their respective
directors relating to this Agreement and the transactions contemplated hereby, and no such
settlement shall be agreed to without the Company’s prior written consent (which consent shall
not be unreasonably withheld, conditioned or delayed).

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6.10Offering.

(a)Nothing in this Agreement shall restrict Parent and Parent OP from commencing
and consummating an underwritten public offering of shares of Parent Common Stock having a
targeted dollar amount as set forth in Section 6.10 of the Parent Disclosure Letter (inclusive of an
expected underwriters’ over-allotment option), and any such offering may be structured as a
forward sale or a direct sale by Parent or a combination thereof (hereafter, a “Parent Common
Stock Offering”); provided, however, that if the pricing in any such Parent Common Stock
Offering satisfies the “threshold” specified in Section 6.10 of the Parent Disclosure Letter, then
the targeted dollar amount may be increased to the “adjusted level” specified in Section 6.10 of
the Parent Disclosure Letter.

(b)In connection with a Parent Common Stock Offering, the Company and Company
OP shall provide customary cooperation and support to Parent and Parent OP, including by
arranging for timely delivery by their independent registered accounting firm of a comfort letter
covering financial statements of the Company to be incorporated into Parent’s Registration
Statement on Form S-3 that will cover the offer and sale of shares of Parent Common Stock in
the Parent Common Stock Offering and with the comfort letter addressed to the underwriters and
forward purchasers participating in the Parent Common Stock Offering, together with customary
management representation letters issued in connection with the comfort letters.

6.11Certain Tax Matters.

(a)Each of Parent and the Company shall use its reasonable best efforts to cause the
Company Merger to qualify as a reorganization within the meaning of Section 368(a) of the
Code, including by executing and delivering the officers’ certificates referred to herein and
reporting consistently for all U.S. federal income tax purposes (and applicable state and local
income Tax purposes). Neither Parent nor the Company shall take any action, or fail to take any
action, other than actions anticipated by his Agreement, that would reasonably be expected to
cause the Company Merger to fail to qualify as a reorganization within the meaning of Section
368(a) of the Code. Unless there has been a “determination” (within the meaning of Section
1313(a) of the Code) to the contrary, all parties shall report the Company Merger as a
reorganization within the meaning of Section 368(a) of the Code, with no gain or loss recognized
by the Company or any Company stockholder for federal income tax purposes, except with
respect to any cash received by or paid to the Company stockholders.

(b)The Company shall (i) use its reasonable best efforts to obtain or cause to be
provided the opinions of Xxxxxxxx & Xxxxxxxx LLP referred to in Section 7.02(d) and Section
7.03(e), and (ii) deliver to Xxxxxxxx & Xxxxxxxx LLP a tax representation letter, dated as of the
Closing Date, and signed by an officer of the Company and the Company OP, containing
representations of the Company and the Company OP reasonably necessary or appropriate to
enable Xxxxxxxx & Xxxxxxxx LLP to render the applicable tax opinions described in Section
7.02(d) and Section 7.03(e).

(c)Parent shall (i) use its reasonable best efforts to obtain or cause to be provided the
opinions of Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP referred to in Section 7.02(e) and Section
7.03(d), and (ii) deliver to Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP a tax representation letter,

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dated as of the Closing Date, and signed by an officer of Parent and Parent OP, containing
representations of Parent and Parent OP reasonably necessary or appropriate to enable Xxxxxxxx
Xxxxxx Xxxxxxxx Xxxxxxx LLP to render the applicable tax opinions described in Section 7.02(e)
and Section 7.03(d).

(d)Each of Parent and the Company shall use its reasonable best efforts to cause the
Partnership Merger to be treated as an “asset-over” form of merger governed by Treasury
Regulations Section 1.708-1(c)(3)(i), and the partnership credited with the contribution of assets
having the greatest fair market value (net of liabilities) to the resulting partnership shall be the
continuing partnership pursuant to Treasury Regulations Section 1.708-1(c)(3)(i).

6.12Coordination of Pre-Closing Dividends.

(a)From and after the date of this Agreement and until the earlier of the termination
of this Agreement and the Effective Time, the Company shall not make any dividend or other
distribution to its stockholders, and the Company OP shall not make any dividend or other
distribution to its partners, in each case without the prior written consent of Parent in its sole
discretion; provided, however, that the written consent of Parent shall not be required for the
authorization and payment of (i) daily distributions (payable monthly) of up to $0.001438 per
share of Company Common Stock to the holders thereof for each calendar day ending prior to
the Effective Time, and (ii) a distribution per Company OP Unit to the holders thereof in the
same amount as a dividend per share of Company Common Stock permitted pursuant to clause
(i) above, with the same record and payment dates as such dividends on shares of Company
Common Stock. In the event that a distribution with respect to shares of Company Common
Stock permitted by this Section 6.12 has (x) a record date prior to the Effective Time and (y) has
not been paid as of the Effective Time, the holders of shares of Company Common Stock shall
be entitled to receive such distribution at the time such shares are exchanged pursuant to Article
II of this Agreement.

(b)From and after the date of this Agreement and until the earlier of the termination
of this Agreement and the Effective Time, Parent shall not make any dividend or other
distribution to its stockholders, and Parent OP shall not make any dividend or other distribution
to its partners, in each case without the prior written consent of the Company in its sole
discretion; provided, however, that the written consent of the Company shall not be required for
the authorization and payment of (i) quarterly distributions of up to $0.12 per share of Parent
Common Stock to the holders thereof for each quarter or partial quarter ending prior to the
Effective Time, and (ii) distributions per Parent OP Common Unit to the holders thereof in the
same amount as a dividend per share of Parent Common Stock permitted pursuant to clauses (i)
above, with the same record and payment dates as such dividends on shares of Parent Common
Stock.

(c)Notwithstanding the foregoing or anything else to the contrary in this Agreement,
the parties shall take such actions as are necessary to ensure that if either the holders of Parent
Common Stock or the holders of Company Common Stock receive a distribution for a particular
quarter (or any portion thereof) prior to the Closing Date, then the holders of Company Common
Stock and the holders of Parent Common Stock, respectively, shall also receive a distribution for
such quarter (or such portion of the quarter), whether in full or pro-rated for the applicable

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quarter, as necessary to result in the holders of Company Common Stock and the holders of
Parent Common Stock receiving dividends covering the same periods prior to the Closing Date.

(d)Notwithstanding the foregoing or anything else to the contrary in this Agreement,
each of Parent and the Company, as applicable, shall be permitted to declare and pay a dividend
to its stockholders in addition to the dividends contemplated in Section 6.12(a), in the case of the
Company, or in Section 6.12(b), in the case of Parent, distributing any amounts determined by
such party (in each case in consultation with the other party) to be the minimum dividend
required to be distributed in order for such party to qualify as a REIT under the Code (in the case
of the Company, for the short taxable year ending on the Closing Date) and to avoid to the extent
reasonably possible the incurrence of income or excise Tax (any dividend paid pursuant to this
paragraph, a “REIT Dividend”). If either party determines that it is necessary to declare a REIT
Dividend, it shall notify the other party at least 20 days prior to the date of the Parent
Stockholder Meeting, in the case of a declaration by Parent, or the Company Stockholder
Meeting, in the case of a declaration by the Company, and such other party shall be entitled to
declare a dividend per share payable (i) in the case of Parent, to holders of Parent Common
Stock, in an amount per share of Parent Common Stock equal to the quotient obtained by
dividing (A) the REIT Dividend declared by the Company with respect to each share of
Company Common Stock by (B) the Exchange Ratio and (ii) in the case of the Company, to
holders of Company Common Stock, in an amount per share of Company Common Stock equal
to the product of (x) the REIT Dividend declared by Parent with respect to each share of Parent
Common Stock and (y) the Exchange Ratio.  The record date and payment date for any dividend
payable pursuant to this Section 6.12(d) shall be the close of business on the last Business Day
prior to the Closing Date.

6.13Financing Cooperation. (a) (i) With respect to the Designated Loans of the
Designated Lenders set forth on Section 7.03(g) of the Company Disclosure Letter, Parent and
Parent OP shall use their reasonable best efforts to (x) obtain the consent of the Designated
Lenders to the consummation of the Merger and the other Transactions contemplated by this
Agreement, and (y) at the request of the Company, to obtain amendments to the loan documents
applicable to each of such Designated Loans that are reasonably appropriate to permit, following
the Effective Time, (A) so long as Parent is the sole general partner of Parent OP, continued
issuances, transfers, conversions, redemptions and exchanges of units of Parent OP, and
(B) mergers, consolidations, reorganizations, liquidations and dissolutions of Subsidiaries of the
Parent and/or the Parent OP into, or with, one or more of their Subsidiaries, and (ii) to the extent
any executive officer of the Company immediately prior to the Effective Time continues to be
bound after the Effective Time by any personal guaranty or similar obligation with respect to any
indebtedness or property of the Company, including, without limitation, any personal obligation
with respect to assets governed by the Department of Housing and Urban Development, Parent
shall indemnify such person for any personal liability that may arise with respect to such
personal guaranty or similar obligation solely as a result of any action or omission of Parent or
any of its Subsidiaries that occurs following the Effective Time, and such Company executive
officer(s) are made express third-party beneficiaries of this clause (a)(ii) of Section 6.13,  and (b)
with respect to the Designated Loans of the Designated Lenders set forth on Section 7.02(g) of
the Parent Disclosure Letter, the Company and the Company OP shall use their reasonable best
efforts to (x) obtain the consent of the Designated Lenders to the consummation of the Merger
and the other Transactions contemplated by this Agreement, and (y) at the request of Parent, to

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obtain amendments to the loan documents applicable to each of such Designated Loans that are
reasonably appropriate to permit, following the Effective Time, (A) continued issuances,
transfers and trading of Parent’s equity, and so long as Parent remains the sole general partner of
Parent OP, continued issuances, transfers, conversions, redemptions and exchanges of units of
Parent OP, and (B) mergers, consolidations, reorganizations, liquidations and dissolutions of
Subsidiaries of the Parent and/or Parent OP into, or with, one or more of their Subsidiaries.

6.14Distribution Reinvestment Plan and Share Repurchase Plan. No later than the
fifth (5th) Business Day after the date of this Agreement (the “Notice Date”), the Company and
the Company Board, as applicable, shall adopt any resolutions and take any actions, including
giving notice to the Company’s stockholders, that are necessary to cause the distribution
reinvestment plan and share repurchase plan of the Company to be (a) suspended no later than
ten (10) days after the Notice Date (in the case of the distribution reinvestment plan) or thirty
(30) days after the Notice Date (in the case of the share repurchase plan), as applicable, and (b)
terminated as of the Effective Time.

6.15.Corrective Deed. Within thirty (30) days after the date of this Agreement, the
Company shall record a corrective deed such that STAR Hearthstone, LLC shall be reflected as
the record owner of the Hearthstone at City Center property located in Aurora, CO.

ARTICLE VII

CONDITIONS PRECEDENT

7.01Conditions to Each Party’s Obligation to Effect the Merger. The respective
obligation of each party hereto to effect the Merger and consummate the Transactions is subject
to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

(a)Stockholder Approvals. The Company shall have obtained the Company
Stockholder Approval, and Parent shall have been obtained the Parent Stockholder Approval.

(b)No Injunctions or Restraints. No Judgment issued by any Governmental Entity or
other Law preventing the consummation of the Merger or the Transactions shall be in effect;
provided, however, that prior to asserting this condition, each of the parties hereto shall have
complied in all material respects with Section 6.03.

(c)Form S-4. The Form S-4 shall have been declared effective by the SEC under the
Securities Act and no stop order suspending the effectiveness of the Form S-4 shall have been
issued by the SEC and no proceedings for that purposes shall have been initiated by the SEC that
have not been withdrawn.

(d)NYSE Listing. The Parent Common Stock (including the Converted Restricted
Shares) to be issued in the Merger, including shares of Parent Common Stock to be issued upon
conversion of Parent OP Common Units issued in the Partnership Merger, shall have been
approved for listing on the NYSE, subject to official notice of issuance.

7.02Additional Conditions to Obligations of Parent and Parent OP. The obligations of
Parent and Parent OP to effect the Merger and to consummate the Transactions are subject to the

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satisfaction by the Company, or waiver by Parent, on or prior to the Closing Date of the
following conditions:

(a)Representations and Warranties of the Company and the Company OP. (i) The
representations and warranties of the Company and the Company OP set forth in the first,
second, third, fifth and sixth sentences of Section 3.02(a) (Capital Structure) shall be true and
correct in all but de minimis respects at the Closing Date as if made at and as of such time
(except to the extent such representations and warranties in Section 3.02(a) expressly relate to a
specific date, in which case such representations and warranties shall be true and correct in all
respects as of such date); (ii) the representations and warranties of the Company and the
Company OP set forth in clause (i) of Section 3.07 (Absence of Certain Changes or Events) and
Section 3.22 (Takeover Statutes) shall be true and correct in all respects at the Closing Date as if
made at and as of such time; (iii) the representations and warranties of the Company and the
Company OP set forth in Section 3.01 (Organization, Standing and Power), Section 3.03
(Authority; Execution and Delivery; Enforceability), Section 3.19 (Vote Required), Section 3.20
(Brokers), and Section 3.23 (Investment Company Act) (disregarding all exceptions and
qualifications with regard to materiality or Company Material Adverse Effect contained therein)
shall be true and correct in all material respects at the Closing Date as if made at and as of such
time; and (iv) each other representation and warranty of the Company and the Company OP
contained in this Agreement (disregarding all exceptions and qualifications with regard to
materiality or Company Material Adverse Effect contained therein) shall be true and correct in
all respects as of the Closing Date (other than representations and warranties that speak as of
another date, which shall be true and correct as of such other date), except where the failure to be
true and correct does not have, and would not reasonably be expected to have, a Company
Material Adverse Effect.

(b)Performance of Obligations of the Company and the Company OP. Except for
those obligations that by their nature may not be performed until the Closing, the Company and
the Company OP shall have performed or complied with in all material respects all obligations
required to be performed or complied with by it under this Agreement at or prior to the Closing
Date.

(c)Certificate. Parent shall have received a certificate, executed by an officer of the
Company, to the effect that the conditions set forth in Sections 7.02(a) and 7.02(b) have been
satisfied.

(d)Company REIT Opinion. Parent shall have received a written opinion of
Xxxxxxxx & Xxxxxxxx LLP, or other counsel to the Company, in form and substance reasonably
satisfactory to Parent and on which Parent shall be entitled to rely, dated as of the Closing Date,
that the Company, commencing with its taxable year ended December 31, 2014 was organized
and has operated in conformity with the requirements for qualification and taxation as a REIT
under Sections 856 through 860 of the Code and its actual method of operation will enable
Company to meet, through the Closing, the requirements for qualification and taxation as a REIT
under the Code. Such opinion shall be based upon customary assumptions and customary
representations contained in an officer’s certificate executed by the Company and the Company
Subsidiaries.

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(e)Section 368 Opinion. Parent shall have received an opinion of its counsel,
Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, dated as of the Closing Date, to the effect that, on the
basis of facts, representations and assumptions set forth or referred to in such opinion, the
Company Merger will qualify as a reorganization within the meaning of Section 368(a) of the
Code, which opinion will be subject to customary exceptions, assumptions and qualifications. In
rendering such opinion, Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP may rely upon the tax
representation letters described in Section 6.11.

(f)No Material Adverse Effect. There shall not have been any event, effect, change,
discovery, development, state of facts or occurrence that, individually or together with any other
event, effect, change, discovery, development, state of facts or occurrence, has had or would
reasonably be expected to have a Company Material Adverse Effect.

(g)Loan Documents. Each Designated Lender set forth on Section 7.02(g) of the
Parent Disclosure Letter shall have consented to the consummation of the Merger and the other
Transactions contemplated by this Agreement, and shall have agreed to amend the loan
documents applicable to each of its Designated Loans as reasonably appropriate to permit,
following the Effective Time, (A) continued issuances, transfers and trading of Parent’s equity,
and so long as Parent remains the sole general partner of Parent OP, continued issuances,
transfers, conversions, redemptions and exchanges of units of Parent OP, and (B) mergers,
consolidations, reorganizations, liquidations and dissolutions of Subsidiaries of Parent and/or
Parent OP into, or with, one or more of their Subsidiaries.

(h)401(k) Plan. If Parent has requested that the Company terminate the Company
401(k) Plan, the Company shall have delivered evidence that the Company has adopted
resolutions, in form and substance reasonably satisfactory to Parent, terminating the Company
401(k) Plan.

7.03Additional Conditions to Obligations of the Company and the Company OP. The
obligations of the Company and the Company OP to effect the Merger and to consummate the
Transactions are subject to the satisfaction by Parent, or waiver by the Company, on or prior to
the Closing Date of the following conditions:

(a)Representations and Warranties of Parent, Parent OP and Merger Sub. (i) The
representations and warranties of Parent, Parent OP and Merger Sub set forth in the first, second,
third, fifth and sixth sentences of Section 4.02(a) (Capital Structure) shall be true and correct in
all but de minimis respects at the Closing Date as if made at and as of such time (except to the
extent such representations and warranties in Section 4.02(a) expressly relate to a specific date,
in which case such representations and warranties shall be true and correct in all respects as of
such date); (ii) the representations and warranties of Parent, Parent OP and Merger Sub set forth
in clause (i) of Section 4.07 (Absence of Certain Changes or Events) and Section 4.22 (Takeover
Statutes) shall be true and correct in all respects at the Closing Date as if made at and as of such
time; (iii) the representations and warranties of Parent, Parent OP and Merger Sub set forth in
Section 4.01 (Organization, Standing and Power), Section 4.03 (Authority; Execution and
Delivery; Enforceability), Section 4.19 (Vote Required), Section 4.20 (Brokers), and Section
4.24 (Investment Company Act) (disregarding all exceptions and qualifications with regard to
materiality or Parent Material Adverse Effect contained therein) shall be true and correct in all

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material respects at the Closing Date as if made at and as of such time; and (iv) each other
representation and warranty of Parent, Parent OP and Merger Sub contained in this Agreement
shall be true and correct in all respects as of the Closing Date (other than representations and
warranties that speak as of another date, which shall be true and correct as of such other date),
except where the failure to be true and correct does not have, and would not reasonably be
expected to have, a Parent Material Adverse Effect.

(b)Performance of Obligations of Parent and Parent OP. Except for those
obligations that by their nature may not be performed until the Closing, Parent or Parent OP shall
have performed or complied with in all material respects all obligations required to be performed
or complied with by it under this Agreement at or prior to the Closing Date.

(c)Certificate. The Company shall have received a certificate, executed by an officer
of Parent, to the effect that the conditions set forth in Sections 7.03(a) and 7.03(b) have been
satisfied.

(d)Parent REIT Opinion. The Company shall have received a written opinion of
Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP, or other counsel to Parent, in form and substance
reasonably satisfactory to Parent and on which the Company shall be entitled to rely, dated as of
the Closing Date, that Parent, commencing with its taxable year ended December 31, 2011 was
organized and has operated in conformity with the requirements for qualification and taxation as
a REIT under Sections 856 through 860 of the Code and its current and proposed method of
operation will enable it to continue to qualify for taxation as a REIT through the end of the
taxable year which includes the Closing Date. Such opinion shall be based upon customary
assumptions and customary representations contained in an officer’s certificate executed by
Parent and the Parent Subsidiaries.

(e)Section 368 Opinion. The Company shall have received an opinion of its counsel,
Xxxxxxxx & Xxxxxxxx LLP, dated as of the Closing Date, to the effect that, on the basis of facts,
representations and assumptions set forth or referred to in such opinion, the Company Merger
will qualify as a reorganization within the meaning of Section 368(a) of the Code, which opinion
shall be subject to customary exceptions, assumptions and qualifications. In rendering such
opinion, Xxxxxxxx & Xxxxxxxx LLP may rely upon the tax representation letters described in
Section 6.11.

(f)No Material Adverse Effect. There shall not have been any event, effect, change,
discovery, development, state of facts or occurrence that, individually or together with any other
event, effect, change, discovery, development, state of facts or occurrence, has had or would
reasonably be expected to have a Parent Material Adverse Effect.

(g)Loan Documents. Each Designated Lender set forth on Section 7.03(g) of the
Company Disclosure Letter shall have consented to the consummation of the Merger and the
other Transactions contemplated by this Agreement, and shall have agreed to amend the loan
documents applicable to each of its Designated Loans as reasonably appropriate to permit,
following the Effective Time, (A) so long as Parent is the sole general partner of Parent OP,
continued issuances, transfers, conversions, redemptions and exchanges of units of Parent OP,

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and (B) mergers, consolidations, reorganizations, liquidations and dissolutions of Subsidiaries of
Parent and/or Parent OP into, or with, one or more of their Subsidiaries.

(h)Directors and Officers. The Parent Board shall have taken all necessary action to
elect the individuals set forth in Section 1.06(a) of the Company Disclosure Letter to the offices
set forth opposite their respective names and to elect the Company Designees to the Parent
Board, in each case effective as of the Effective Time.

ARTICLE VIII

TERMINATION, AMENDMENT AND WAIVER

8.01Termination. This Agreement may be terminated and the Merger and the other
transactions contemplated hereby abandoned at any time prior to the Partnership Merger
Effective Time as follows (the date of any such termination, the “Termination Date”):

(a)by mutual written consent of Parent and the Company;

(b)by either Parent or the Company upon written notice to the other party, if the
Merger shall not have been consummated on or before 5:00 p.m. (Eastern time) on January 31,
2022 (the “End Date”); provided, that the right to terminate this Agreement under this Section
8.01(b) shall not be available to any party (including, with respect to the Company, the Company
OP, and with respect to Parent, Parent OP) whose failure to comply with Section 6.03 or any
other provision of this Agreement has been the cause of, or resulted in, the failure of the Merger
to occur on or before such date;

(c)by either Parent or the Company, upon written notice to the other party, if any
Governmental Entity of competent jurisdiction has issued or enacted any Law or taken any other
action (including the failure to have taken an action), which in either such case has become final
and non-appealable, that has the effect of restraining, enjoining or otherwise prohibiting
consummation of the Merger; provided, that the right to terminate this Agreement under this
Section 8.01(c) shall not be available to any party (including, with respect to the Company, the
Company OP, and with respect to Parent, Parent OP) whose failure to comply with Section 6.03
or any other provision of this Agreement has been the cause of, or resulted in, such action;

(d)by either Parent or the Company, upon written notice to the other party, if the
Company Merger fails to receive the Company Stockholder Approval at a duly held Company
Stockholder Meeting at which the Company Merger has been voted upon; provided, that the
right to terminate this Agreement under this Section 8.01(d) shall not be available to the
Company if the failure to obtain the Company Stockholder Approval was primarily due to the
Company’s failure to perform any of its obligations under this Agreement;

(e)by either Parent or the Company, upon written notice to the other party, if the
issuance of Parent Common Stock in the Company Merger fails to receive the Parent
Stockholder Approval at the Parent Stockholder Meeting; provided, that the right to terminate
this Agreement under this Section 8.01(e) shall not be available to Parent if the failure to obtain
the Parent Stockholder Approval was primarily due to Parent’s failure to perform any of its
obligations under this Agreement;

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(f)by Parent, upon written notice to the Company, if (i) the Company effects a
Company Adverse Recommendation Change or (ii) the Company enters into a Company
Alternative Acquisition Agreement;

(g)by Company, upon written notice to Parent, if (i) Parent effects a Parent Adverse
Recommendation Change or (ii) Parent enters into a Parent Alternative Acquisition Agreement;

(h)by the Company, upon written notice to Parent, at any time prior to the receipt of
the Company Stockholder Approval, if, concurrently with such termination, the Company enters
into a Company Alternative Acquisition Agreement in accordance with Section 5.03(b);
provided, that any purported termination by the Company pursuant to this paragraph shall be
void and of no force or effect unless the Company pays to Parent a fee of $74,000,000 (the
“Company Termination Fee”) in accordance with Section 8.03(b)(iv);

(i)by Parent, upon written notice to the Company, at any time prior to the receipt of
the Parent Stockholder Approval, if, concurrently with such termination, Parent enters into a
Parent Alternative Acquisition Agreement in accordance with Section 5.04(b); provided, that any
purported termination by Parent pursuant to this paragraph shall be void and of no force or effect
unless Parent pays to the Company a fee of $74,000,000 (the “Parent Termination Fee”) in
accordance with Section 8.03(b)(vi);

(j)by Parent, upon written notice to the Company, if a breach of any representation
or warranty or failure to perform any covenant or agreement on the part of the Company or the
Company OP set forth in this Agreement has occurred that would cause any of the conditions set
forth in Section 7.01 or Section 7.02 not to be satisfied, which breach or failure to perform
cannot be cured or, if capable of cure, has not been cured by the earlier of 20 days following
written notice thereof from Parent to the Company and two (2) Business Days before the End
Date; provided, that neither Parent nor Parent OP is then in breach of this Agreement so as to
cause any of the conditions set forth in Section 7.01 or Section 7.03 not to be satisfied;

(k)by the Company, upon written notice to Parent, if a breach of any representation
or warranty or failure to perform any covenant or agreement on the part of Parent or Parent OP
set forth in this Agreement has occurred that would cause the conditions set forth in Section 7.01
or Section 7.03 not to be satisfied, which breach or failure to perform cannot be cured or, if
capable of cure, has not been cured by the earlier of 20 days following written notice thereof
from the Company to Parent and two (2) Business Days before the End Date; provided, that
neither the Company nor the Company OP is then in breach of this Agreement so as to cause any
of the conditions set forth in Section 7.01 or Section 7.02 not to be satisfied;

(l)by the Company, upon written notice to Parent, if Parent has breached or failed to
perform its obligations under Section 5.04 or Section 6.01(d) in any material respect; or

(m)by Parent, upon written notice to the Company, if the Company has breached or
failed to perform its obligations under Section 5.03 or Section 6.01(c) in any material respect.

8.02Effect of Termination. In the event of the termination of this Agreement pursuant
to Section 8.01, this Agreement shall forthwith become void, and there shall be no liability under
this Agreement on the part of any party hereto or their respective Affiliates; provided, that the

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last sentence of Section 6.02, this Article VIII and Article IX shall survive any such termination.
Notwithstanding anything in this Agreement to the contrary, no such termination shall relieve
any party hereto of any liability or damages resulting from or arising out of any fraud or an
Intentional Breach of this Agreement. For purposes of the foregoing, “Intentional Breach” shall
mean a material breach that is a consequence of an act knowingly undertaken by the breaching
party with the intent of causing a breach of this Agreement.

8.03    Fees and Expenses.

(a)Whether or not the Merger is consummated, all Expenses incurred in connection
with this Agreement and the Transactions shall be paid by the party incurring such Expense;
provided, however, that (i) in the event of a termination by Parent or the Company pursuant to
Section 8.01(d) or by Parent pursuant to Section 8.01(j), then the Company shall pay, or cause to
be paid, to Parent the Parent Expense Amount, and (ii) in the event of a termination by Parent or
the Company pursuant to Section 8.01(e) or by the Company pursuant to Section 8.01(k), then
Parent shall pay, or cause to be paid, to Company the Company Expense Amount. For purposes
of this Agreement:

(A)    “Expenses” means all reasonable out-of-pocket documented expenses
(including all fees and expenses of counsel, accountants, investment bankers,
financing sources, hedging counterparties, experts and consultants to a party
hereto and its Affiliates) incurred by a party or on its behalf in connection with or
related to the preparation, negotiation, execution and performance of this
Agreement, the making or obtaining of any required filings, notices or approvals
of any Governmental Entities in connection therewith, the preparation, printing,
filing and mailing of the Joint Proxy Statement and the solicitation of the
Company Stockholder Approval or Parent Stockholder Approval, as applicable,
and all other matters related to the closing of the Transactions.

(B)    “Parent Expense Amount” means the amount of Expenses of Parent up to
$10,000,000.

(C)    “Company Expense Amount” means the amount of Expenses of the
Company up to $10,000,000.

(b)    If this Agreement is terminated:

(i)    by Parent or the Company pursuant to Section 8.01(b) or Section 8.01(d),
or by Parent pursuant to Section 8.01(j), and (A) in the case of a termination pursuant to
Section 8.01(b), the Company Stockholder Approval shall not have been obtained prior to such
termination, and (B) in any such case (x) the condition in Section 7.01(b) has been satisfied, (y) a
Company Takeover Proposal has been publicly announced after the date hereof and not publicly
withdrawn without qualification before such termination and (z) within 12 months after the
Termination Date, the Company consummates a transaction regarding, or executes a definitive
agreement with respect to, a Company Takeover Proposal (whether or not the same Company
Takeover Proposal as that referred to in clause (y) above), then the Company shall pay Parent,
concurrently with the earlier of the consummation of such transaction or execution of such

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definitive agreement, the Company Termination Fee (less any Parent Expense Amount
previously paid pursuant to Section 8.03(a) above); provided that, for purposes of this Section,
“Company Takeover Proposal” shall have the meaning assigned to such term in Section 5.03(a),
except that the reference to “20%” in the definition thereof shall be deemed to be references to
“50%”;

(ii)    by Parent or the Company pursuant to Section 8.01(b) or Section 8.01(e),
or by the Company pursuant to Section 8.01(k), and (A) in the case of a termination pursuant to
Section 8.01(b), the Parent Stockholder Approval shall not have been obtained prior to such
termination, and (B) in any such case (x) the condition in Section 7.01(b) has been satisfied, (y) a
Parent Takeover Proposal has been publicly announced after the date hereof and not publicly
withdrawn without qualification before such termination and (z) within 12 months after the
Termination Date, Parent consummates a transaction regarding, or executes a definitive
agreement with respect to, a Parent Takeover Proposal (whether or not the same Parent Takeover
Proposal as that referred to in clause (y) above), then Parent shall pay the Company, concurrently
with the earlier of the consummation of such transaction or execution of such definitive
agreement, the Parent Termination Fee (less any Company Expense Amount previously paid
pursuant to Section 8.03(a) above); provided that, for purposes of this Section, “Parent Takeover
Proposal” shall have the meaning assigned to such term in Section 5.04(a), except that the
reference to “20%” in the definition thereof shall be deemed to be references to “50%”;

(iii)    by Parent pursuant to Section 8.01(f), then the Company shall pay Parent,
within three (3) Business Days of the Termination Date, the Company Termination Fee;

(iv)    by the Company pursuant to Section 8.01(h), then the Company shall pay
Parent, concurrently with such termination, the Company Termination Fee;

(v)    by the Company pursuant to Section 8.01(g), then the Parent shall pay the
Company, within three (3) Business Days of the Termination Date, the Parent Termination Fee;

(vi)    by Parent pursuant to Section 8.01(i), then Parent shall pay the Company,
concurrently with such termination, the Parent Termination Fee;

(vii)    by the Company pursuant to Section 8.01(l), then the Parent shall pay the
Company, within three (3) Business Days of the Termination Date, the Parent Termination Fee;
and

(viii)    by Parent pursuant to Section 8.01(m), then the Company shall pay Parent,
within three (3) Business Days of the Termination Date, the Company Termination Fee.

(c)    Subject to Section 8.03(e), any payments pursuant to this Section 8.03 shall be
paid by wire transfer of immediately available funds to the accounts designated in writing by the
payee. Each party acknowledges that the agreements contained in this Section 8.03 are an
integral part of the transactions contemplated by this Agreement, and that, without such
agreements, the other party would not enter into this Agreement. Accordingly, if a party fails to
promptly pay an amount due pursuant to this Section 8.03 and, in order to obtain such payment,
the other party commences an action that results in a final judgment against such party for such
amount or any portion thereof, such party shall pay the other party’s reasonable costs and

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expenses (including court costs, attorneys’ fees and expenses) in connection therewith, together
with interest on the amount of such judgment, from the date such payment was required to be
made through the date of payment, at the U.S. Dollar prime rate of interest as reported by The
Wall Street Journal in effect on the date of such payment. Each party agrees that the payment of
the amounts specified in this Section 8.03 are liquidated damages and not a penalty, and are a
reasonable amount that will compensate the parties for the efforts and resources expended and
opportunities foregone while negotiating this Agreement and relying on the expectation of the
consummation of the Transactions, which amount would otherwise be impossible to calculate
with precision.

(d)    Notwithstanding anything to the contrary in this Agreement, except as
contemplated by Section 8.02, in the event of the termination of this Agreement the rights of
each party pursuant to this Section 8.03 shall be the sole and exclusive remedy (at law or in
equity, on any theory of liability, including on account of punitive damages) of such party and its
Subsidiaries against the other party, its Subsidiaries and each of their former, current or future
directors, officers, employees, stockholders, members, managers, partners, agents and assigns
(each, a “Related Party”) for any and all losses or damages suffered as a result of the failure of
the Transactions to be consummated, any breach of this Agreement or otherwise relating hereto
or thereto, and upon payment of the amounts contemplated by this Section 8.03, if and when due,
none of such party or its Related Parties shall have any further liability or obligation relating
thereto or arising therefrom.

(e)    Notwithstanding anything to the contrary in this Agreement, the provisions of this
Section 8.3(e) shall apply with respect to any Termination Fee required to be made hereunder.

(i)    If the Company or Parent (the “Termination Payor”) is required to pay the
other party (the “Termination Payee”) a Termination Fee, such Termination Fee shall be paid
into escrow on the date such payment is required to be paid by the Termination Payor pursuant
to this Agreement by wire transfer of immediately available funds to an escrow account
designated in accordance with this Section 8.3(e). In the event that the Termination Payor is
obligated to pay the Termination Payee the Termination Fee, the amount payable to the
Termination Payee in any tax year of the Termination Payee shall not exceed the lesser of (x) the
Termination Fee payable to the Termination Payee, and (y) the sum of (A) the maximum amount
that can be paid to the Termination Payee without causing the Termination Payee to fail to meet
the requirements of Section 856(c)(2) and (3) of the Code for the relevant tax year, determined as
if the payment of such amount did not constitute income described in Sections 856(c)(2) or
856(c)(3) of the Code (“Qualifying Income”) and the Termination Payee has $1,000,000 of
income from unknown sources during such year which is not Qualifying Income (in addition to
any known or anticipated income which is not Qualifying Income), in each case, as determined
by the Termination Payee’s independent accountants, plus (B) in the event the Termination
Payee receives either (x) a letter from the Termination Payee’s counsel indicating that the
Termination Payee has received a ruling from the IRS as described below in this Section 8.3(e)
or (y) an opinion from the Termination Payee’s outside counsel as described below in this
Section 8.3(e), an amount equal to the excess of the Termination Fee less the amount payable
under clause (A) above.

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(ii)    To secure the Termination Payor’s obligation to pay these amounts, the
Termination Payor shall deposit into escrow an amount in cash equal to the Termination Fee
with an escrow agent selected by the Termination Payor on such terms (subject to this Section
8.3(e)) as shall be mutually agreed upon by the Termination Payor, the Termination Payee and
the escrow agent. The payment or deposit into escrow of the Termination Fee pursuant to this
Section 8.3(e) shall be made at the time the Termination Payor is obligated to pay the
Termination Payee such amount pursuant to Section 8.3 by wire transfer. The escrow agreement
shall provide that the Termination Fee in escrow or any portion thereof shall not be released to
the Termination Payee unless the escrow agent receives any one or combination of the following:
(x) a letter from the Termination Payee’s independent accountants indicating the maximum
amount that can be paid by the escrow agent to the Termination Payee without causing the
Termination Payee to fail to meet the requirements of Sections 856(c)(2) and (3) of the Code
determined as if the payment of such amount did not constitute Qualifying Income and the
Termination Payee has $1,000,000 of income from unknown sources during such year which is
not Qualifying Income (in addition to any known or anticipated income which is not Qualifying
Income), in which case the escrow agent shall release such amount to the Termination Payee, or
(y) a letter from the Termination Payee’s counsel indicating that (A) the Termination Payee
received a ruling from the IRS holding that the receipt by the Termination Payee of the
Termination Fee would either constitute Qualifying Income or would be excluded from gross
income within the meaning of Sections 856(c)(2) and (3) of the Code or (B) the Termination
Payee’s outside counsel has rendered a legal opinion to the effect that the receipt by the
Termination Payee of the Termination Fee should either constitute Qualifying Income or should
be excluded from gross income within the meaning of Sections 856(c) (2) and (3) of the Code, in
which case the escrow agent shall release the remainder of the Termination Fee to the
Termination Payee. The Termination Payor agrees to amend this Section 8.3(e) at the reasonable
request of the Termination Payee in order to (I) maximize the portion of the Termination Fee that
may be distributed to the Termination Payee hereunder without causing the Termination Payee to
fail to meet the requirements of Sections 856(c)(2) and (3) of the Code, or (II) assist the
Termination Payee in obtaining a favorable ruling or legal opinion from its outside counsel, in
each case, as described in this Section 8.3(e).

8.04    Amendment. This Agreement may be amended by the parties hereto at any time
before or after receipt of the Company Stockholder Approval and Parent Stockholder Approval;
provided, however, that (a) after receipt of the Company Stockholder Approval, there shall be
made no amendment or waiver that by Law requires further approval by the stockholders of the
Company without the further approval of such stockholders, (b) after receipt of the Parent
Stockholder Approval, there shall be made no amendment or waiver that by Law requires further
approval by the stockholders of Parent without the further approval of such stockholders and (c)
no amendment shall be made to this Agreement after the Effective Time. This Agreement may
not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

8.05    Extension; Waiver. At any time prior to the Partnership Merger Effective Time,
the parties hereto may, to the extent permitted by applicable Law, (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto, (b) waive any
inaccuracies in the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso in Section 8.04,
waive compliance with any of the agreements or conditions contained in this Agreement.

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Subject to the proviso in Section 8.04, no extension or waiver by the Company shall require the
approval of the stockholders of the Company and no extension or waiver by Parent shall require
the approval of the stockholders of Parent. Any agreement on the part of a party hereto to any
such extension or waiver shall be valid only if set forth in an instrument in writing signed on
behalf of such party. The failure or delay by any party to this Agreement to assert any of its
rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any
single or partial exercise by any party to this Agreement of any of its rights under this Agreement
preclude any other or further exercise of such rights or any other rights under this Agreement.
Any waiver shall be effective only in the specific instance and for the specific purpose for which
given and shall not constitute a waiver to any subsequent or other exercise of any right, remedy,
power or privilege hereunder.

8.06    Procedure for Termination, Amendment, Extension or Waiver. A termination of
this Agreement pursuant to Section 8.01, an amendment of this Agreement pursuant to
Section 8.04 or an extension or waiver pursuant to Section 8.05 shall, in order to be effective,
require in the case of Parent or the Company, action by its board of directors or the duly
authorized designee of its board of directors. Termination of this Agreement prior to the
Partnership Merger Effective Time shall not require the approval of the stockholders of the
Company or the approval of the stockholders of Parent.

ARTICLE IX

GENERAL PROVISIONS

9.01Nonsurvival of Representations and Warranties. None of the representations,
warranties, covenants and agreements in this Agreement or in any instrument delivered pursuant
to this Agreement shall survive the Effective Time. This Section 9.01 shall not limit any
covenant or agreement of the parties hereto that by its terms contemplates performance after the
Effective Time. The Confidentiality Agreement will survive termination of this Agreement in
accordance with its terms.

9.02Notices. All notices, requests, claims, demands and other communications under
this Agreement shall be in writing and shall be deemed given (a) upon personal delivery to the
party to be notified; (b) when transmitted (providing confirmation of transmission) if sent by
facsimile transmission (provided that any notice provided by facsimile transmission on any
Business Day after 5:00 p.m. (in the time zone of the recipient) or any day other than a Business
Day shall be deemed to have been received at 9:00 a.m. on the next Business Day); (c) upon
acknowledgment of receipt of such notice b the intended recipient if sent by email; or (d) when
sent, postage prepaid, by registered, certified or express mail or reputable overnight courier
service, three (3) days after mailing (one (1) Business Day in the case of express mail or
overnight courier service); as follows (or at such other address for a party as shall be specified by
like notice):

(a)if to Parent, Parent OP, or Merger Sub, to

Independence Realty Trust, Inc.
0000 Xxxxxx Xxxxxx, Xxxxx 0000

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Xxxxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxxx
Email: xxxxxxxxxx@xxxxxxxxx.xxx

with a copy to:

Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxxx LLP
Two Xxxxx Xxxxxx
Xxxxxxxx xxx Xxxx Xxxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxx, Esq.
Email: xxxxxxx.x.xxxxxxxx@xxxxxxxx.xxx

(b)if to the Company or Company OP, to

Steadfast Apartment REIT, Inc.
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxx X. Xxxxx
Email: Xxx.Xxxxx@xxxxxxxxxxxxx.xxx

with a copy to:

Xxxxxxxx & Xxxxxxxx LLP
0000 Xxxxx Xxxx, Xxxxx 0000
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxx
Email:    xxxxxxx@xxxx.xxx    

9.03Definitions.

(a)For purposes of this Agreement:

“Action” means any action, cause of action, order, writ, injunction, demand, claim,
grievance, suit, litigation, proceeding, arbitration, mediation, audit, investigation, inquiry or
dispute.

“Affiliate” of any Person means another Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control with, such first
Person.

“Benefit Plan” means each (i) “employee benefit plan” as defined in Section 3(3) of
ERISA, whether or not the plan is subject to ERISA and (ii) each other material bonus, incentive,
commission, deferred compensation, severance, retention, change in control, equity or equity-
based (including, options, profits interests, phantom interest, restricted stock units and restricted
stock), retirement, pension, profit sharing, employment, separation, consulting, vacation, paid

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time off, death benefit, fringe benefit, accident, disability, health or other welfare plan, program,
policy or agreement.

“Business Day” means any day on which the principal offices of the SEC in Washington,
D.C. are open to accept filings or, in the case of determining a date when any payment is due,
any day on which banks are not required or authorized by Law to close in New York, New York.

“Company Articles” means the charter of the Company.

“Company Bylaws” means the Bylaws of the Company, as amended.

“Company Class A OP Unit” means each unit of limited partnership interest of the
Company OP designated as a “Class A Common Unit” in the Company OP Limited Partnership
Agreement.

“Company Class A-2 OP Unit” means each unit of limited partnership interest of the
Company OP designated as a “Class A-2 Common Unit” in the Company OP Limited
Partnership Agreement.

“Company Class B OP Unit” means each unit of limited partnership interest of the
Company OP designated as “Class B Common Unit” in the Company OP Limited Partnership
Agreement.

“Company Material Adverse Effect” means any change, development, event, effect or
occurrence (each, an “Event”) that (i) has a material adverse effect on the business, assets,
properties, financial condition or results of operations of the Company and the Company
Subsidiaries, taken as a whole, or (ii) will or would reasonably be expected to prevent or
materially impair or delay the ability of the Company or the Company OP to consummate the
Merger; provided, however, that for purposes of clause (i) of this definition, “Company Material
Adverse Effect” shall not include any Event to the extent arising out of or resulting from: (A)
any Event generally affecting (1) the geographic regions or industry in which the Company and
the Company Subsidiaries primarily operate or (2) the economy, or financial, credit, foreign
exchange, securities or capital markets (including changes in interest rates or exchange rates),
including any disruption thereof, in the United States or elsewhere in the world or (B) any of the
following: (1) changes in applicable Law or applicable accounting regulations or principles or
interpretations thereof, (2) any Event directly or indirectly attributable to the announcement or
pendency of this Agreement or the anticipated consummation of the Merger and the other
Transactions (including compliance with the covenants set forth herein and the identity of Parent
as the acquiror of the Company, or any action taken, delayed or omitted to be taken by the
Company at the request or with the prior consent of Parent or Parent OP or otherwise pursuant to
the terms hereof), including the impact thereof on relationships, contractual or otherwise, with
employees, customers, suppliers, tenants, or lenders, (3) national or international political
conditions, any outbreak or escalation of hostilities, insurrection or war, whether or not pursuant
to declaration of a national emergency or war, acts of terrorism, sabotage, strikes, freight
embargoes or similar calamity or crisis, (4) fires, epidemics, quarantine restrictions, earthquakes,
hurricanes, tornados or other natural disasters, (5) any decline in the market price, of the
Company Capital Stock or any failure to meet publicly announced revenue or earnings

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projections or predictions (whether such projections or predictions were made by the Company
or independent third parties) or internal projections (it being understood and agreed that any
Event giving rise to such decline, change or failure may otherwise be taken into account in
determining whether there has been a Company Material Adverse Effect), or (6) any damage or
destruction of any Company Property that is substantially covered by insurance, which in the
case of each of clauses (A)(1), (A)(2), (B)(1), and (B)(3) do not disproportionately affect the
Company and the Company Subsidiaries, taken as a whole, relative to other similarly situated
participants in the industries in which the Company and the Company Subsidiaries operate, and
in the case of clause (B)(4) do not disproportionately affect the Company and the Company
Subsidiaries, taken as a whole, relative to other participants in the industries in which the
Company and the Company Subsidiaries operate in the geographic regions in which the
Company and the Company Subsidiaries operate or own or lease properties.

“Company OP Limited Partnership Agreement” means the Third Amended and Restated
Agreement of Limited Partnership of the Company OP, dated August 31, 2020.

“Company OP Units” means, collectively, the Company Class A OP Units, the Company
Class A-2 OP Units and the Company Class B OP Units.

“Company Permitted Liens” means (i) Liens for Taxes not yet delinquent, that are
payable without penalty and Liens for Taxes being contested in good faith and for which there
are adequate reserves on the financial statements of the Company (if such reserves are required
pursuant to GAAP); (ii) mechanics’ and materialmen’s Liens for construction in progress, arising
in the ordinary course of business of the Company or any Company Subsidiary, consistent with
past practice, in each case for sums not yet due and payable or due but not delinquent or being
contested in good faith by appropriate proceedings; (iii) workmen’s, repairmen’s,
warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or
any Company Subsidiary, consistent with past practice, in each case for sums not yet due and
payable or due but not delinquent or being contested in good faith by appropriate proceedings;
(iv) Laws, including zoning regulations and restrictions, that are imposed by any Governmental
Entity having jurisdiction thereon that do not interfere materially with the present use of such
property or, with respect to unimproved or vacant real property, interfere materially with the
intended use of such property; (v) any tenant leases referred to in the rent rolls/aging reports
delivered to Parent referred to Section 3.14 hereof, (vi) any title exception disclosed in any
Company Title Insurance Policy (whether material or immaterial), any matter shown on an
ALTA/ASCM survey obtained by the Company with respect to any Company Property, Liens
and obligations arising under the Company Material Contracts (including but not limited to any
Lien securing mortgage debt that is a Designated Loan) all of which individually or in the
aggregate do not materially and adversely affect the use for its current purposes or marketability
of any Company Property; (vii) with respect to real property, easements, rights of way,
restrictive covenants, declarations and agreements affecting use or occupancy, or reservations of
an interest in title which individually or in the aggregate do not materially and adversely affect
the use for its current purposes or marketability of any Company Property; (viii) Liens imposed
or promulgated by law or any Governmental Entity; (ix) Liens included in any Company or
Company Subsidiary space lease with respect to real property provided that they do not
materially adversely affect the use of any Company Leased Property; and (x) other Liens being

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contested in the ordinary course of business and consistent with past practice, in good faith,
provided an appropriate reserve has been established therefor on the Company’s balance sheet.

“Company Stockholder Approval” means the affirmative vote of the holders of at least a
majority of the outstanding shares of Company Common Stock entitled to vote at the Company
Stockholder Meeting on the Company Merger.

“Company Stockholder Meeting” means the meeting of the holders of shares of Company
Common Stock for the purpose of seeking the Company Stockholder Approval, including any
postponement or adjournment thereof.

“Company Subsidiaries” means the Company OP and any Subsidiary of the Company or
the Company OP.

“Continuing Employees” means the employees of the Company or the Company
Subsidiaries who continue in employment with Parent or one of the Parent Subsidiaries
immediately after the Effective Time, as mutually agreed upon by the Company and Parent prior
to the Effective Time.

“Designated Lender” means (i) with respect to the Company, each of the lenders of the
Company or any Company Subsidiary set forth on Section 7.02(g) of the Parent Disclosure
Letter, and (ii) with respect to Parent, each of the lenders of Parent or any Parent Subsidiary set
forth on Section 7.03(g) of the Company Disclosure Letter.

“Designated Loan” means (i) with respect to the Company, the loan made by each
Designated Lender and identified on Section 7.02(g) of the Parent Disclosure Letter, and (ii) with
respect to Parent, the loan made by each Designated Lender and identified on Section 7.03(g) of
the Compay Disclosure Letter.

“Environmental Law” means any Law (including common law) relating to the pollution
or protection of the environment (including air, surface water, groundwater, land surface or
subsurface land), or human health or safety (as such matters relate to Hazardous Substances),
including Laws relating to the use, handling, presence, transportation, treatment, storage,
disposal, release or discharge of Hazardous Substances.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Exchange Ratio” means 0.905.

“Form S-4” means a registration statement on Form S-4 pursuant to which the offer and
sale of shares of Parent Common Stock in the Merger will be registered pursuant to the
Securities Act and in which the Joint Proxy Statement will be included as a prospectus, together
with any amendments or supplements thereto.

“Hazardous Substances” means (i) those substances defined in or regulated under the
following United States federal statutes and their state counterparts, as each has been amended
from time to time, and all regulations thereunder, including the Resource Conservation and
Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act,

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the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act and the Clean Air
Act, (ii) petroleum and petroleum products, including crude oil and any fractions thereof,
(iii) polychlorinated biphenyls, mold, methane, asbestos and radon, and (iv) any other
contaminant, substance, material or waste regulated by any Governmental Entity pursuant to any
Environmental Law.

“Intellectual Property” means all United States and foreign (i) patents, patent
applications, invention disclosures, and all related continuations, continuations-in-part,
divisionals, reissues, re-examinations, substitutions and extensions thereof, (ii) trademarks,
service marks, trade dress, logos, trade names, corporate names, Internet domain names, design
rights and other source identifiers, together with the goodwill symbolized by any of the
foregoing, (iii) copyrightable works and copyrights, (iv) confidential and proprietary
information, including trade secrets, know-how, ideas, formulae, models and methodologies,

(v) all rights in the foregoing and in other similar intangible assets, and (vi) all applications and
registrations for the foregoing.

“Joint Proxy Statement” means a joint proxy statement/prospectus in preliminary and
definitive form relating to the Company Stockholder Meeting and the Parent Stockholder
Meeting, together with any amendments or supplements thereto.

“Knowledge” means, with respect to any matter in question, (i) as to the Company, the
actual knowledge of the Persons listed on Section 9.03(a)(i) of the Company Disclosure Letter,
and (ii) as to Parent, the actual knowledge of the Persons listed on Section 9.03(a)(ii) of the
Parent Disclosure Letter.

“Legal Proceeding” means any private or governmental action, inquiry, claim, charge,
complaint, demand, proceeding, suit, hearing, litigation, arbitration, mediation, audit or
investigation, in each case whether civil, criminal, administrative, judicial or investigative, or
any appeal therefrom.

“Merger Consideration” means collectively, the Share Merger Consideration and the
Unit Merger Consideration.

“NYSE” means the New York Stock Exchange.

“Outside Limited Partners” means the limited partners of the Company OP other than the
Company and the Company Subsidiaries.

“Parent Articles” means the charter of Parent.

“Parent A&R OP Agreement” means the Fifth Amended and Restated Agreement of
Limited Partnership of Independence Realty Operating Partnership, LP, as may be amended
pursuant to Section 1.05(b) of this Agreement.

“Parent Bylaws” means the Bylaws of Parent.

“Parent Common Stock” means shares of common stock, par value $0.01 per share, of
Parent.

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“Parent Material Adverse Effect” means any Event that (i) has a material adverse effect
on the business, assets, properties, financial condition or results of operations of Parent and the
Parent Subsidiaries, taken as a whole, or (ii) will or would reasonably expected to prevent or
materially impair or delay the ability of Parent, Parent OP or Merger Sub to consummate the
Merger; provided, however, that for purposes of clause (i) of this definition, “Parent Material
Adverse Effect” shall not include any Event to the extent arising out of or resulting from: (A)
any Event generally affecting (1) the geographic regions or industry in which Parent and the
Parent Subsidiaries primarily operate or (2) the economy, or financial, credit, foreign exchange,
securities or capital markets (including changes in interest rates or exchange rates), including any
disruption thereof, in the United States or elsewhere in the world or (B) any of the following: (1)
changes in applicable Law or applicable accounting regulations or principles or interpretations
thereof, (2) any Event directly or indirectly attributable to the announcement or pendency of this
Agreement or the anticipated consummation of the Merger and the other Transactions (including
compliance with the covenants set forth herein and the identity of Parent as the acquiror of the
Company, or any action taken, delayed or omitted to be taken by Parent at the request or with the
prior consent of the Company or Company OP or otherwise pursuant to the terms hereof),
including the impact thereof on relationships, contractual or otherwise, with employees,
customers, suppliers, tenants, or lenders, (3) national or international political conditions, any
outbreak or escalation of hostilities, insurrection or war, whether or not pursuant to declaration of
a national emergency or war, acts of terrorism, sabotage, strikes, freight embargoes or similar
calamity or crisis, (4) fires, epidemics, quarantine restrictions, earthquakes, hurricanes, tornados
or other natural disasters, (5) any decline in the market price, or change in trading volume, of the
capital stock of Parent or any failure to meet publicly announced revenue or earnings projections
or predictions (whether such projections or predictions were made by Parent or independent third
parties) or internal projections (it being understood and agreed that any Event giving rise to such
decline, change or failure may otherwise be taken into account in determining whether there has
been a Parent Adverse Effect), or (6) any damage or destruction of any Parent Property that is
substantially covered by insurance, which in the case of each of clauses (A)(1), (A)(2), (B)(1),
and (B)(3) do not disproportionately affect Parent and the Parent Subsidiaries, taken as a whole,
relative to other similarly situated participants in the industries in which Parent and the Parent
Subsidiaries operate, and in the case of clause (B)(4) do not disproportionately affect Parent and
the Parent Subsidiaries, taken as a whole, relative to other participants in the industries in which
Parent and the Parent Subsidiaries operate in the geographic regions in which Parent and the
Parent Subsidiaries operate or own or lease properties.

“Parent OP Common Units” means “Common Units” (as defined in the Parent A&R OP
Agreement).

“Parent Permitted Liens” means (i) Liens for Taxes not yet delinquent, that are payable
without penalty, and Liens for Taxes being contested in good faith and for which there are
adequate reserves on the financial statements of Parent (if such reserves are required pursuant to
GAAP); (ii) mechanics’ and materialmen’s Liens for construction in progress, arising in the
ordinary course of business of Parent or any Parent Subsidiary, consistent with past practice, in
each case for sums not yet due and payable or due but not delinquent or being contested in good
faith by appropriate proceedings; (iii) workmen’s, repairmen’s, warehousemen’s and carriers’
Liens arising in the ordinary course of business of Parent or any Parent Subsidiary, consistent
with past practice, in each case for sums not yet due and payable or due but not delinquent or

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being contested in good faith by appropriate proceedings; (iv) Laws, including zoning
regulations and restrictions, that are imposed by any Governmental Entity having jurisdiction
thereon that do not interfere materially with the present use of such property or, with respect to
unimproved or vacant real property, interfere materially with the intended use of such property;
(v) any tenant leases referred to in the rent rolls/aging reports delivered to Parent referred to
Section 4.14 hereof, (vi) any title exception disclosed in any Parent Title Insurance Policy
(whether material or immaterial), any matter shown on an ALTA/ASCM survey obtained by
Parent with respect to any Parent Property, Liens and obligations arising under the Parent
Material Contracts (including but not limited to any Lien securing mortgage debt that is a
Designated Loan) all of which individually or in the aggregate do not materially and adversely
affect the use for its current purposes or marketability of any Parent Property; (vii) with respect
to real property, easements, rights of way, restrictive covenants, declarations and agreements
affecting use or occupancy, or reservations of an interest in title which individually or in the
aggregate do not materially and adversely affect the use for its current purposes or marketability
of any Parent Property; (viii) Liens imposed or promulgated by law or any Governmental Entity;
(ix) Liens included in any Parent or Parent Subsidiary space lease with respect to real property
provided that they do not materially adversely affect the use of any Parent Leased Property; and
(x) other Liens being contested in the ordinary course of business and consistent with past
practice, in good faith, provided an appropriate reserve has been established therefor on the
Parent’s balance sheet.

“Parent Stockholder Approval” means the affirmative vote of a majority of the votes cast
by the holders of the outstanding shares of Parent Common Stock entitled to vote at the Parent
Stockholder Meeting on the issuance of Parent Common Stock in the Company Merger
(including Parent Common Stock issuable upon redemption of Parent OP Common Units issued
in the Partnership Merger) as contemplated by this Agreement.

“Parent Stockholder Meeting” means the meeting of the holders of Parent Common Stock
for the purpose of seeking the Parent Stockholder Approval, including any postponement or
adjournment thereof.

“Parent Subsidiaries” means any Subsidiary of Parent.

“Person” means any individual, firm, corporation, partnership, company, limited liability
company, trust, joint venture, association, Governmental Entity or other entity.

“Representatives” means, with respect to any Person, any officer, director or employee
of, or any investment banker, attorney, accountant, consultant or other advisor or representative
of such Person.

“Subsidiary” means with respect to any Person, any corporation, limited liability
company, partnership, REIT or other organization, whether incorporated or unincorporated, of
which at least a majority of the outstanding shares of capital stock of, or other equity interests,
having by their terms ordinary voting power to elect a majority of the board of directors or others
performing similar functions with respect to such corporation or other organization is directly or
indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by
such Person and one or more of its Subsidiaries.

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“Taxes” means any U.S. federal, state, local and foreign income, gross receipts, capital
gains, withholding property, recording, stamp, transfer, sales, use, abandoned property, escheat,
franchise, employment, payroll excise environmental and any other taxes, duties, assessments or
similar governmental charges, together with penalties, interest or additions imposed with respect
to such amounts by the U.S. or any Taxing Authority, whether computed on a separate,
consolidated, unitary, combined or any other basis.

“Taxing Authority” means any Governmental Entity which imposes federal, state, local
or foreign Taxes.

“Tax Protection Agreements” means any written agreement to which the Parent, any
Parent Subsidiary, Company or any Company Subsidiary is a party pursuant to which: (i) any
liability to holder of limited partnership interests relating to Taxes may arise, whether or not as a

result of the consummation of the transactions contemplated by this Agreement; and/or (ii) in
connection with the deferral of income Taxes of a holder of limited partnership interests or
limited liability company interests, the Parent, any Parent Subsidiary, Company or any Company
Subsidiary has agreed to (A) maintain a minimum level of debt or continue a particular debt or
allocate a certain amount of debt to a particular owner, (B) retain or not dispose of assets for a
period of time that has not since expired, (C) make or refrain from making Tax elections, and/or
(D) only dispose of assets in a particular manner, in each case for Tax reasons.

“Termination Fee” means either the Parent Termination Fee or the Company Termination
Fee, as applicable.

“VWAP of Parent Common Stock” means the volume weighted average price of shares
of Parent Common Stock for a thirty (30) trading day period, starting with the opening of trading
on the first trading day of such period to the closing of the second to last trading day prior to the
Closing Date, as reported by Bloomberg.

(b)The following terms shall have the respective meanings set forth in the Section set
forth opposite such term:

Acceptable Confidentiality Agreement			Section 5.03(a)
Agreement			Preamble
Book-Entry Shares			Section 2.03(c)(i)
Book-Entry Units			Section 2.03(e)(ii)
Bankruptcy and Equity Exception			Section 3.03(a)
Cancelled Shares			Section 2.01(b)
Capital Expenditures			Section 5.01(m)
Class A OP Unit Merger Consideration			Section 2.02(a)(ii)
Class A-2 OP Unit Merger Consideration			Section 2.02(a)(iii)
Class B OP Unit Merger Consideration			Section 2.02(a)(iv)
Closing			Section 1.03
Closing Date			Section 1.03
Code			Recitals
Company			Preamble
Company 401(k) Plan			6.04(g)

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Company Adverse Recommendation Change			Section 5.03(b)
Company Alternative Acquisition Agreement			Section 5.03(b)
Company Benefit Plans			Section 3.10(a)
Company Board			Recitals
Company Capital Stock			Section 3.02(a)
Company Class A Convertible Stock			Section 3.02(a)
Company Common Stock			Section 2.01(a)(i)
Company Convertible Stock			Section 3.02(a)
Company Designees			Section 1.06(b)
Company Disclosure Letter			Article III
Company ERISA Affiliate			Section 3.10(j)
Company Expense Amount			Section 8.03(a)(C)
Company Intellectual Property			Section 3.15
Company Intervening Event			Section 5.03(b)
Company Lease			Section 3.14(d)
Company Material Contract			Section 3.16(a)
Company Merger			Recitals
Company OP			Preamble
Company OP GP Approval			Section 3.03(c)
Company Preferred Stock			Section 3.02(a)
Company Properties			Section 3.14(a)
Company Real Property Leases			Section 3.14(i)
Company Restricted Stock			Section 2.05
Company SEC Documents			Section 3.05(a)
Company Specified Action			Section 3.11
Company Takeover Proposal			Section 5.03(a)
Company Termination Fee			Section 8.01(h)
Company Title Insurance Policy			Section 3.14(f)
Confidentiality Agreement			Section 6.02
Consent			Section 3.04(b)
Contract			Section 3.04(a)
Converted Restricted Shares			Section 2.05
D&O Insurance			Section 6.05(b)
DRULPA			Recitals
Effective Time			Section 1.04(b)
End Date			Section 8.01(b)
Environmental Permits			Section 3.13(a)
ERISA			Section 3.10(a)
Exchange Act			Section 3.04(b)
Exchange Fund			Section 2.03(b)
Expenses			Section 8.03(a)(A)
Filed Company SEC Documents			Article III
Filed Parent SEC Documents			Article IV
GAAP			Section 3.05(c)
Governmental Entity			Section 3.04(b)
Indemnified Party			Section 6.05(c)

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IRS			Section 3.08(a)
Merger Sub			Preamble
Judgment			Section 3.04(a)
Law			Section 3.04(a)
Leased Company Properties			Section 3.14(a)
Leased Company Property			Section 3.14(a)
Leased Parent Properties			Section 4.14(a)
Leased Parent Property			Section 4.14(a)
Letter of Transmittal			Section 2.03(c)(i)
Liens			Section 3.02(c)
Losses			Section 6.05(c)
Maryland Court			Section 9.09
Maximum Premium			Section 6.05(b)
Measurement Date			Section 3.02(a)
Merger			Recitals
MGCL			Recitals
MLLCA			Section 7.02(h)
Notice Date			Section 6.14
Owned Company Properties			Section 3.14(a)
Owned Company Property			Section 3.14(a)
Owned Parent Properties			Section 4.14(a)
Owned Parent Property			Section 4.14(a)
Parent			Preamble
Parent 401(k) Plan			Section 6.04(g)
Parent Adverse Recommendation Change			Section 5.04(b)
Parent Alternative Acquisition Agreement			Section 5.04(b)
Parent Benefit Plans			Section 4.10(b)
Parent Board			Recitals
Parent Capital Stock			Section 4.02(a)
Parent Common Stock Offering			Section 6.10(a)
Parent Designees			Section 1.06(b)
Parent Disclosure Letter			Article IV
Parent Employee Plans			Section 6.04(d)
Parent ERISA Affiliate			Section 4.10(f)
Parent Expense Amount			Section 8.03(a)(B)
Parent Intellectual Property			Section 4.15
Parent Intervening Event			Section 5.04(b)
Parent Lease			Section 4.14(d)
Parent Material Contract			Section 4.16(a)
Parent OP			Preamble
Parent OP GP Approval			Section 4.03(c)
Parent Preferred Stock			Section 4.02(a)
Parent Properties			Section 4.14(a)
Parent Real Property Leases			Section 4.14(i)
Parent SEC Documents			Section 4.05(a)
Parent Specified Action			Section 4.11

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Parent Takeover Proposal			Section 5.04(a)
Parent Termination Fee			Section 8.01(i)
Parent Title Insurance Policy			Section 4.14(f)
Partnership Certificate of Merger			Section 1.04(a)
Partnership Merger			Recitals
Partnership Merger Effective Time			Section 1.04(a)
Paying Agent			Section 2.03(a)
Paying Agent Agreement			Section 2.03(a)
Permit			Section 3.12
Qualifying Income			Section 8.03(e)(i)
REIT			Section 3.08(b)
REIT Dividend			Section 6.12
Related Party			Section 8.03(d)
SDAT			Section 1.04(b)
SEC			Article III
Securities Act			Section 3.16(a)(i)
Share			Section 2.01(a)(i)
Share Merger Consideration			Section 2.01(a)(i)
SOS			Section 1.04(a)
Superior Company Proposal			Section 5.03(a)
Superior Parent Proposal			Section 5.04(a)
Surviving Company			Section 1.01(b)(ii)
Tax Returns			Section 3.08(a)
Termination Date			Section 8.01
Termination Payee			Section 8.03(e)(i)
Termination Payor			Section 8.03(e)(i)
Transactions			Recitals
Transfer Taxes			Section 6.08
Unit Merger Consideration			Section 2.02(a)(ii)
Voting Company Debt			Section 3.02(a)
Voting Parent Debt			Section 4.02(a)

9.04Interpretation; Exhibits and Disclosure Letters. The table of contents and
headings contained in this Agreement or in any Exhibit hereto, the Company Disclosure Letter or
the Parent Disclosure Letter are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement. Any capitalized terms used in any Exhibit, the Company
Disclosure Letter or the Parent Disclosure Letter, but not otherwise defined therein, shall have
the meaning as defined in this Agreement. When a reference is made in this Agreement to an
Article, Section or Exhibit, such reference shall be to a Section or Article of, or an Exhibit to,
this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or
“including” are used in this Agreement, they shall be deemed to be followed by the words
“without limitation”. The words “hereof”, “hereto”, “hereby”, “herein” and “hereunder” and
words of similar import when used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement. The term “or” has the inclusive meaning
frequently identified with the phrase “and/or”. The word “extent” in the phrase “to the extent”
shall mean the degree to which a subject or other thing extends, and such phrase shall not mean

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simply “if”. The definitions contained in this Agreement are applicable to the singular as well as
the plural forms of such terms. Any item disclosed in any Section of the Company Disclosure
Letter or the Parent Disclosure Letter whose relevance or applicability to any representation or
warranty made elsewhere in this Agreement is reasonably apparent from the text of the
disclosure made shall be deemed to be disclosed with respect to such Sections of such Company
Disclosure Letter or Parent Disclosure Letter, as applicable, relating to such representation or
warranty, notwithstanding the omission of a reference or cross-reference thereto. Any agreement
or instrument defined or referred to herein or in any agreement or instrument that is referred to
herein means such agreement or instrument as from time to time amended, modified or
supplemented. References to a Person are also to its permitted successors and assigns.
References to matters disclosed in the Filed Company SEC Documents or the Filed Parent SEC
Documents are made without giving effect to any amendment to any such Filed Company SEC
Document or Filed Parent SEC Document that is filed on or after the date hereof and exclude any

disclosures set forth in any risk factor section, sections relating to forward looking statements
and any other disclosures included in such Filed Company SEC Documents or Filed Parent SEC
Documents that constitute predictive, cautionary or forward-looking statements.

9.05Severability. If any term or other provision of this Agreement is determined to be
invalid, illegal or incapable of being enforced by any rule or Law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full force and effect so
long as the economic or legal substance of the Transactions is not affected in any manner
materially adverse to any party. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties hereto as closely as
possible in an acceptable manner to the end that Transactions are fulfilled to the extent possible.

9.06Counterparts. This Agreement may be executed (including by facsimile or email
of a .pdf attachment) in one or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument, it being understood that all
parties need not sign the same counterpart. It shall not be necessary in making proof of this
Agreement to produce or account for more than one such counterpart. The parties hereto may
deliver this Agreement and the other Transaction Documents by facsimile or email of a .pdf
attachment, and each party shall be permitted to rely upon the signatures so transmitted to the
same extent and effect as if they were original signatures.

9.07Entire Agreement; No Third Party Beneficiaries. This Agreement, taken together
with the Exhibits hereto, the Company Disclosure Letter, the Parent Disclosure Letter and the
Confidentiality Agreement, (a) constitute the entire agreement, and supersede all prior
agreements and understandings, both written and oral, among the parties hereto with respect to
the Transactions and (b) except for (i) Section 6.05, (ii) only with respect to holders of record of
the Company Common Stock immediately prior to the Effective Time, and only after the
Effective Time, for the provisions set forth in Article II, (iii) only with respect to holders of
Company Restricted Stock immediately prior to the Effective Time, and only at and after the
Effective Time, for the provisions set forth in Section 2.05, and (iv) only with respect to holders
of record of the Company OP Units immediately prior to the Partnership Merger Effective Time,
and only after the Partnership Merger Effective Time, for the provisions set forth in Article II,
are not intended to confer upon any Person other than the parties hereto any rights or remedies,

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whether as third-party beneficiaries or otherwise; provided, however, that the Company shall be
entitled to pursue damages on behalf of its stockholders as provided in Section 9.13(b).

9.08Governing Law. This Agreement shall be governed by, and construed in
accordance with, the Laws of the State of Maryland, without giving effect to any choice or
conflict of Laws provision or rule (whether of the State of Maryland or any other jurisdiction)
that would cause the application of the Laws of any jurisdiction other than the State of Maryland;
provided, however, that the Partnership Merger shall be governed by the Laws of the State of
Delaware.

9.09Jurisdiction; Venue. All proceedings arising out of or relating to this Agreement
shall be heard and determined exclusively in the Circuit Court for Baltimore City (Maryland), or,
if under applicable Law exclusive jurisdiction over the matter is vested in the federal courts, any
federal court located in the State of Maryland (the “Maryland Court”).  In the case of a
proceeding in the Circuit Court for Baltimore City (Maryland), each of the parties hereby
irrevocably and unconditionally agrees to request and/or consent to the assignment of any such
proceeding to such Maryland Court’s Business and Technology Case Management Program.
Each of the parties hereby irrevocably and unconditionally (a) consents and submits to the
exclusive jurisdiction of the Maryland Court for the purpose of any proceeding brought by any
party arising out of or relating to this Agreement, (b) agrees not to commence any such action or
proceeding except in the Maryland Court, (c) irrevocably submits itself to the personal
jurisdiction of the Maryland Court in any proceeding arising out of or relating to this Agreement,
(d) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (e) waives, to the fullest extent it may legally and
effectively do so, any objection which it may now or hereafter have to venue of any such action
or proceeding in the Maryland Court, and (f) waives, to the fullest extent permitted by Law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in the
Maryland Court.  Each Party irrevocably consents to service of process in the manner provided
for notices in Section 9.02.  Nothing in this Agreement will affect the right of any Party to serve
process in any other manner permitted by Law.

9.10WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
OUT OF OR RELATING TO THIS AGREEMENT IS LIKELY TO INVOLVE
COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY
HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE
TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
(WHETHER BASED ON CONTRACT, TORT OR OTHERWISE), DIRECTLY OR
INDIRECTLY, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TRANSACTIONS, OR THE ACTIONS OF THE PARTIES HERETO IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
THEREOF.  EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES
THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE

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IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER
VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 9.10.

9.11Assignment. Neither this Agreement nor any of the rights, interests or obligations
under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise by
any of the parties hereto without the prior written consent of the other parties hereto. Any
purported assignment without such consent shall be void. Subject to the preceding sentences,
this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties
hereto and their respective successors and assigns.

9.12Consents and Approvals. For any matter under this Agreement requiring the
consent or approval of any party to be valid and binding on the parties hereto, such consent or
approval must be in writing and executed and delivered to the other parties hereto by a Person
duly authorized by such party to do so.

9.13Enforcement.

(a)The parties hereto agree that irreparable damage for which monetary and other
legal damages, even if available, would not be an adequate remedy would occur in the event that
the parties hereto do not perform their obligations under the provisions of this Agreement
(including failing to take such actions as are required of them hereunder to consummate the
Merger and the other Transactions) in accordance with its specified terms or otherwise breach
any such provisions; provided, however, that in the event of a termination of this Agreement
under circumstances in which the Parent Termination Fee is paid, the Company will not be
entitled to seek or obtain a decree or order of specific performance to enforce the observance or
performance of, and will not be entitled to seek or obtain an injunction restraining the breach of,
or to seek or obtain damages or any other remedy at law or in equity relating to any breach of,
any covenant or obligation of any of Parent, Parent OP or Merger Sub other than with respect to
the payment of the Parent Termination Fee. The parties shall be entitled to an injunction or
injunctions, specific performance or other equitable relief to prevent any breach or threatened
breach of any of the covenants or obligations under this Agreement and to enforce specifically
the terms and provisions hereof, without proof of damages or otherwise. The parties hereto
agree that such rights of specific enforcement are an integral part of the Transactions and that,
without such rights, none of the parties hereto would have entered into this Agreement.

(b)Notwithstanding anything to the contrary contained herein, prior to a valid termination of this Agreement pursuant to Article VIII, (i) the Company shall be entitled to seek
and obtain an injunction, specific performance and other equitable relief to prevent any breaches
or threatened breaches of this Agreement by Parent or Parent OP and to enforce specifically the
terms and provisions hereof, including Parent’s and Parent OP’s obligations to consummate the
Merger and the other Transactions, and (ii) Parent shall be entitled to seek and obtain an
injunction, specific performance and other equitable relief to prevent any breaches or threatened
breaches of this Agreement by the Company or Company OP and to enforce specifically the
terms and provisions hereof, including the Company’s and Company OP’s obligations to
consummate the Merger and the other Transactions. Neither the commencement of any Legal

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Proceeding pursuant to this Section 9.13 nor anything else in this Section 9.13 shall restrict or
limit the Company’s or Parent’s right to terminate this Agreement in accordance with the terms
of Article VIII or (before or after any termination) to pursue any other remedies under this
Agreement, and nothing in this Section 9.13 or elsewhere in this Agreement shall require the
Company or Parent to institute any proceedings for specific performance prior to or as a
condition to exercising any other right or remedy hereunder. Without limiting the generality of
the foregoing, any and all remedies herein conferred upon the Company or Parent are cumulative
and not exclusive of any other remedy conferred hereby, or by law or equity upon the Company
or Parent, and the exercise by the Company or Parent of any one remedy will not preclude the
exercise of any other remedy.

(c)Each party hereto further agrees that it will not oppose the granting of an
injunction, specific performance and other equitable relief on the basis that the other parties
hereto have an adequate remedy at law or an award of specific performance is not an appropriate
remedy for any reason at law or in equity. The parties hereto acknowledge and agree that any
party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions of this Agreement shall not be required to provide any bond
or other security in connection with any such order or injunction.

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IN WITNESS WHEREOF, Parent, Parent OP, Merger Sub, the Company and Company
OP have duly executed this Agreement as of the date first written above.

INDEPENDENCE REALTY TRUST, INC.
by:			/s/ Xxxxx X. Xxxxx
			Name: Xxxxx X. Xxxxx
			Title: Chief Financial Officer
INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP
By:			INDEPENDENCE REALTY TRUST, INC.,
its General Partner
by:			/s/ Xxxxx X. Xxxxx
			Name: Xxxxx X. Xxxxx
			Title: Chief Financial Officer
IRSTAR SUB, LLC
By:			INDEPENDENCE REALTY TRUST, INC.,
its Sole Member
by:			/s/ Xxxxx X. Xxxxx
			Name: Xxxxx X. Xxxxx
			Title: Chief Financial Officer

[Signature Page to Agreement and Plan of Merger]

STEADFAST APARTMENT REIT, INC.
by:			/s/ Xxxxxx X. Xxxxx
			Name: Xxxxxx X. Xxxxx
			Title: Chief Executive Officer
STEADFAST APARTMENT REIT OPERATING PARTNERSHIP, L.P.
By:			STEADFAST APARTMENT REIT, INC.
its General Partner
by:			/s/ Xxxxxx X. Xxxxx
			Name: Xxxxxx X. Xxxxx
			Title: Chief Executive Officer

[Signature Page to Agreement and Plan of Merger]