Common use of Description of Securities Clause in Contracts

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932222876), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyas amended, the each, an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA Securities, Inc., BTIG, RBC Capital Markets LLC, Capital One SecuritiesXxxxxxx Lynch, Inc.Pierce, CIBC World Markets Corp.Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Mizuho Securities USA LLC and Xxxxxx Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and Agreement, the Alternative Distribution Agreements and the Original Equity Distribution Agreement referred to therein shall not exceed the Maximum Amount. As of the date hereof, Securities having an aggregate gross sales price of $176,188,661 remain available for offer and sale under this Agreement and the Alternative Distribution Agreements.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $750,000,000 120,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxxxx Xxxxx will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Xxxxxxx Xxxxx covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to Xxxxxxx Xxxxx during the term of this Agreement subject to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such salenotice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932161751), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). The Company and the Operating Partnership have has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA UBS Securities LLC and Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital LLC (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), each an “Alternative Sales Agent”Manager” and collectively, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward PurchaserManagers”) on the terms set forth in the applicable Alternative Distribution Agreements). The aggregate offering gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 125,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the Securities rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-249932181242), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated September 6, 2012 (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such automatic shelf registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time Commission pursuant to Rule 430B of 424(b) under the Securities Act (“Rule 430B424(b)”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time automatic shelf registration statement pursuant to Rule 430B. 430B (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Securities, Inc., BTIGRBC Capital Markets, LLC, Capital One SecuritiesXxxxxxx Lynch, Inc.Pierce, CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxxx & Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist SecuritiesRBS Securities Inc. (collectively, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company and the Operating Partnership hereby reserve the right to issue and sell securities other than through or to the Xxxxx Fargo Securities and any Alternative Manager during the term of this Agreement and any Alternative Distribution Agreement subject to the notice provision contained in Section 7(k) herein and therein.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering sale price of up to $750,000,000 300,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing with pursuant to Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the U.S. Securities and Exchange Commission an automatic shelf (the “Commission”) a registration statement on Form S-3 S-3ASR (File No. 333-249932225620 and 333-225620-01), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement and any Replacement Registration Statement (as defined in Section 7(a) hereof), in either case, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into separate equity distribution agreements providing for the distribution by the Company of its Common Stock on terms and conditions substantially identical to the terms and conditions hereof (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA SecuritiesXxxxxxxxx LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., BTIGBB&T Capital Markets (a division of BB&T Securities, LLC), Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx HSBC Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc.Inc. and BTIG, XxxxxxLLC (collectively, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price sale prices of the Securities that may be sold pursuant to this Agreement and the shares of Common Stock that may be sold pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares is offering (the “SecuritiesOffering”) up to Three Million one Hundred Twenty-Five Thousand (3,125,000) Units entitling the Investor to One (1) Share of the Company’s common stockCommon Stock to be priced at a twenty percent (20%) discount to market priced on the close of trading on Tuesday, par value $0.01 per share (the “Common Stock”)March 2, having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance2021. The offering and sale of price will reflect the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees highest price traded on that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such saleday. The Company has filed, in accordance with the provisions set a floor of Eighty Cents ($0.80) per share and a ceiling and their right to purchase One (1) Share of the Company’s Common Stock at a price of Two Dollars ($2.00) per share. The right to purchase One (1) Share of the Company’s Common Stock at a price of Two Dollars ($2.00) per share terminates One (1) year after the closing and acceptance of the Investors Common Stock Purchase Agreement. No Involvement in Management Holders of Common Stocks will have no involvement in the management of the Issuer which will be managed entirely by the Company’s management team. Distribution Policy The Issuer has never paid any cash distributions on its Common Stocks and does not anticipate or contemplate doing so in the foreseeable future. The Issuer intends to utilize all of its available funds to develop its business. No assurances can be given that there will ever be excess funds available to pay cash distributions. Trading Market The Common Stocks purchasable under this Offering are restricted and can be sold only pursuant to an effective registration statement that includes the Common Stocks or pursuant to an exemption from registration under the Securities Act and any applicable state securities laws. As a result, the Common Stocks are illiquid and should only be purchased by persons who can afford to hold an investment in the Common Stocks for an indefinite period of time. The Company is under no obligation to register the Common Stocks under the Securities Act or any state securities laws, or to comply with any exemption available for the resale of Common Stocks without registration. The Securities purchased will have a legend similar to the following: “The Securities evidenced by this certificate have not been registered under the United States Securities Act of 1933, as amended, and the rules and regulations thereunder (collectivelymay not be sold, the “Securities Act”)transferred, with the Commission assigned or hypothecated unless there is an automatic shelf effective registration statement on Form S-3 (File Nounder such Act covering such Securities, or the Issuer receives an opinion of counsel for the holder of these Securities reasonably satisfactory to the Issuer, stating that such sale, transfer, assignment or hypothecation is exempt from the registration and prospectus delivery requirements of such Act. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, Hedging transactions including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that Common Stock of the Company has filed or will file may not be conducted except in accordance compliance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange such Act.”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through KBW, acting as agent and/or principal, shares (the “Securities”) of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 500,000,000 (the “Maximum Amount”), may be offered . Such shares are hereinafter collectively referred to as the “Securities” and sold are described in the manner contemplated by this AgreementProspectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, KBW shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through KBW will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly and the Manager have also entered into separate equity distribution agreements with respect to the Sales Agent Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as principal it will enter into a separate written agreement containing of the terms date hereof, with Citigroup Global Markets Inc., Barclays Capital Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, JMP Securities LLC and conditions Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with KBW, the “Agents”). The aggregate offering price of such salethe Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932212769), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to the Sales Agent or the Forward Seller, as applicableKBW, for use by the Sales Agent or the Forward Seller, as applicableKBW, copies of the base prospectus included as part of such registration statementRegistration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Except where the context otherwise requires, such Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time Registration Statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement, all references Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth or any successor system; all references in the applicable Alternative Distribution Agreements. The aggregate offering price of this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932252097), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA Securities, Inc., Xxxxxxxxx LLC, Mizuho Securities USA LLC and BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Inc. and Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Xxxxxxxxxx Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common StockShares”), ) having an aggregate offering sale price of up to $750,000,000 50,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxxxxx Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxxxxx Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxxxxxxx Securities as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and Xxxxxxxxxx Securities containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932203727), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxxxxx Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxxxxx Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into five (5) separate amended and restated equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), ) each dated as of the date hereof, with each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, BMO Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx JMP Securities LLC Ladenburg Xxxxxxxx & Co. Inc. and Xxxxxx X. Xxxxx & Co. LLCIncorporated, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent” and together with Xxxxxxxxxx Securities, the “Placement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 .01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 150,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the Securities rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932163296), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise Rule 424(b) or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of (the Securities Act (“Rule 430B430B Information”); provided, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company will contribute the Net Proceeds (as defined in Section 6(b)) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., LLC and Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist SecuritiesAssociates, Inc. and(collectively, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxx Fargo, acting as agent and/or principal, shares (the “Securities”) of the Company’s 's common stockshares of beneficial interest, $.01 par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 75,000,000.00 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932158081), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Citigroup, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Citigroup will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Citigroup covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Citigroup shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing with on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Citigroup, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-249932199677), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableCitigroup, for use by the Sales Agent or the Forward Seller, as applicableCitigroup, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement as amended by any post-effective amendments thereto at such timestatement, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common StockShares”), ) having an aggregate offering sale price of up to $750,000,000 50,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxx Fargo Securities as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and Xxxxx Fargo Securities containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932182667), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into four (4) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), ) each dated as of the date hereof, with each of BofA BMO Capital Markets Corp., JMP Securities LLC, Ladenburg Xxxxxxxx & Co. Inc., and Xxxxxxxxxx Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent” and together with Xxxxx Fargo Securities, the “Placement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agents, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price amount of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement75,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Placement Agents shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Agent and the Forward Seller Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue Common Stock or any other securities under this Agreement, through the Placement Agents or pursuant to the Registration Statement to issue the SecuritiesStatement. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities ActS-3, including a base prospectus, prospectus relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared an equity distribution prospectus specifically relating to the Securities (the “Equity Distribution Prospectus”) that will be included as part of such registration statement. The Company will, if necessary, prepare a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agents, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agents, copies of the base prospectus Equity Distribution Prospectus included as part of such registration statement and any Prospectus Supplement. Except where the context otherwise requires, such registration statement, as supplemented by the Prospectus Supplementamended when it becomes effective, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by and any post-effective amendments thereto at such timeamendment thereto, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B or 462(b) of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, and the Equity Distribution Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the any Prospectus Supplement, in the form in which such prospectus base prospectus, Equity Distribution Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”); all references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through BAML, acting as agent and/or principal, common shares (the “Securities”) of the Company’s common stockbeneficial interest, par value $0.01 per share share, of the Company (the “Common StockShares”), having an aggregate offering sale price of up to $750,000,000 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, BAML shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through BAML will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent BAML as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-249932192137), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableBAML, for use by the Sales Agent or the Forward Seller, as applicableBAML, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such automatic shelf registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise (Rule 424(b)”) or deemed to be a part thereof as of such time automatic shelf registration statement pursuant to Rule 430B of under the Securities Act (“Rule 430B”); provided, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of the even date hereofherewith, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. Fargo Securities, LLC and RBC Capital Markets, LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent” and together with BAML, the “Placement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx JMP Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. Xxxxxxxxx LLC, Xxxxxxxxx JMP Securities LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Xxxxxxxxxx Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common StockShares”), ) having an aggregate offering sale price of up to $750,000,000 50,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxxxxx Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxxxxx Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxxxxxxx Securities as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and Xxxxxxxxxx Securities containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932182667), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxxxxx Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxxxxx Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into four (4) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), ) each dated as of the date hereof, with each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, BMO Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx JMP Securities LLC, Regions Securities LLC, Scotia Capital (USA) and Ladenburg Xxxxxxxx & Co. Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent” and together with Xxxxxxxxxx Securities, the “Placement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxxxx Xxxxx will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Xxxxxxx Xxxxx covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing with on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Xxxxxxx Xxxxx, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-249932199677), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement as amended by any post-effective amendments thereto at such timestatement, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Barclays, acting as agent and/or principal, shares (the “Securities”) of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 500,000,000 (the “Maximum Amount”), may be offered . Such shares are hereinafter collectively referred to as the “Securities” and sold are described in the manner contemplated by this AgreementProspectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Barclays shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Barclays will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly and the Manager have also entered into separate equity distribution agreements with respect to the Sales Agent Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as principal it will enter into a separate written agreement containing of the terms date hereof, with Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and conditions Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Barclays, the “Agents”). The aggregate offering price of such salethe Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932212769), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to the Sales Agent or the Forward Seller, as applicableBarclays, for use by the Sales Agent or the Forward Seller, as applicableBarclays, copies of the base prospectus included as part of such registration statementRegistration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Except where the context otherwise requires, such Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time Registration Statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement, all references Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth or any successor system; all references in the applicable Alternative Distribution Agreements. The aggregate offering price of this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the Agents, acting as agents and/or principals, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 150,000,000 (the “Maximum Amount”). Each of the Transaction Entities agrees that if the Company determines that one or more Agents will purchase any Securities on a principal basis, may be offered then the Transaction Entities will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to the manner contemplated by this AgreementTransaction Entities and the applicable Agent(s) covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Agents shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Agent and the Forward Seller Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company Transaction Entities and which became automatically becoming effective upon filing with on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filedTransaction Entities have filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-249932253393), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableAgents, for use by the Sales Agent or the Forward Seller, as applicableAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement as amended by any post-effective amendments thereto at such timestatement, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via EXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via EXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxx Fargo, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 170,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxx Fargo does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the Securities rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932173468), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement,.” as of any time, means such registration statement as amended by any post-The Registration Statement at the time it originally became effective amendments thereto at such timeis herein called the “Original Registration Statement.” The base prospectus, including the exhibits and any schedules thereto at such time, the all documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedtherein, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA SecuritiesXxxxxxx Lynch, Inc.Pierce, BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist SecuritiesAssociates, Inc. and(collectively, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) it may issue and sell through BNYMCM, acting as agent and/or principal, Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, BNYMCM shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through BNYMCM will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent BNYMCM as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Sachs & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BNYMCM, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932224135), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableBNYMCM, for use by the Sales Agent or the Forward Seller, as applicableBNYMCM, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 150,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932174535), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into two separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA SecuritiesXxxxxxx Lynch, Inc.Pierce, BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxxx & Xxxxx & Co. LLC, Xxxxxxxxx LLC, Incorporated and X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 300,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 ‎1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxxxx Xxxxx as principal it will shall enter into a separate written agreement (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and any applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932216233), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will shall furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, LLC and X.X. Xxxxxx Securities LLCLLC (together, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentPlacement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) it may issue and sell through SunTrust, acting as agent and/or principal, Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, SunTrust shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through SunTrust will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent SunTrust as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and KeyBanc Capital Markets Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with SunTrust, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932224135), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableSunTrust, for use by the Sales Agent or the Forward Seller, as applicableSunTrust, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 .01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 150,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the Securities rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932163296), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise Rule 424(b) or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of (the Securities Act (“Rule 430B430B Information”); provided, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company will contribute the Net Proceeds (as defined in Section 6(b)) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, Inc.LLC (collectively, BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Merrill, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Merrill will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Merrill covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Merrill shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Merrill will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing with on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Merrill, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-249932199677), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableMerrill, for use by the Sales Agent or the Forward Seller, as applicableMerrill, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement as amended by any post-effective amendments thereto at such timestatement, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 500,000,000 (the “Maximum Amount”), may be offered . Such shares are hereinafter collectively referred to as the “Securities” and sold are described in the manner contemplated by this AgreementProspectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly and the Manager have also entered into separate equity distribution agreements with respect to the Sales Agent Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as principal it will enter into a separate written agreement containing of the terms date hereof, with Citigroup Global Markets Inc., Barclays Capital Inc., JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and conditions Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Xxxxxxx Xxxxx, the “Agents”). The aggregate offering price of such salethe Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932212769), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statementRegistration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Except where the context otherwise requires, such Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time Registration Statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement, all references Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth or any successor system; all references in the applicable Alternative Distribution Agreements. The aggregate offering price of this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxx will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Xxxxx covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became automatically declared effective upon filing with on the Securities and Exchange Commission (the “Commission”)date it was filed, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Xxxxx, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filedfiled within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-249932199677), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement as amended by any post-effective amendments thereto at such timestatement, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932252097), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Mizuho Securities USA LLC and BTIG, LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 25,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxxxx Xxxxx will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Xxxxxxx Xxxxx covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to Xxxxxxx Xxxxx during the term of this Agreement subject to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such salenotice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932155729), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, having however, that in no event shall the Company issue or sell through the Placement Agent such number or aggregate gross proceeds amount of Securities, together with all sales of Securities under any Alternative Equity Distribution Agreement (as defined below), that would exceed (a) 4,000,000 shares, (b) the number of authorized but unissued shares of Common Stock plus the number of treasury shares of Common Stock then held by the Company or (c) an aggregate offering price of up to $750,000,000 50,000,000 in gross proceeds (the lesser of (a), (b) or (c), the “Maximum Amount”). Where the context requires, may the term “Securities” as used herein shall include the definition of the same under any Alternative Equity Distribution Agreement. For the avoidance of doubt, the Maximum Amount shall be offered calculated based on all sales of Securities sold pursuant to this Agreement and sold in the manner contemplated by this AgreementAlternative Equity Distribution Agreements together with any separate underwriting or similar agreement covering principal transactions described herein or therein. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Placement Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has also entered into a separate equity distribution agreement (such agreement, collectively, together with any other equity distribution agreement with respect to the Securities into which the Company may enter into with Alternative Placement Agents (defined below), each an “Alternative Equity Distribution Agreement,” and collectively, the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with [ALTERNATE BANK NAME] (and, as applicable, its respective affiliates) (in its capacity as agent and/or principal thereunder, collectively, together with any other placement agent with which the Company may enter into an equity distribution agreement with respect to the Securities, each, an “Alternative Placement Agent,” and collectively, the “Alternative Placement Agents”), for the issuance and sale of Securities from time to time through the Alternative Placement Agent on the terms set forth in such Alternative Equity Distribution Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932258971), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered for sale from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements XXXXX or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (collectivelyother than any Issuer Free Writing Prospectuses that, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Citigroup, acting as agent and/or principal, its common shares (the “Securities”) of the Company’s common stockbeneficial interest, par value $0.01 .01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 400,000,000 (the “Maximum Amount”), may be offered and . The Common Shares sold in the manner contemplated by pursuant to this Agreement. , up to the Maximum Amount, shall be referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Citigroup shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Citigroup will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing with under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932224701), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableCitigroup, for use by the Sales Agent or the Forward Seller, as applicableCitigroup, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B (the “Rule 430B Information”) of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have has also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Xxxxx Fargo Securities, Inc.LLC and Xxxxxxx Lynch, BTIGPierce, LLCXxxxxx & Xxxxx Incorporated (together, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentAgents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor or the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx Sachs & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932252097), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of Xxxxx Fargo Securities, LLC, BofA Securities, Inc., Mizuho Securities USA LLC and BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Citigroup, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Citigroup will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Citigroup covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Citigroup shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Keybanc Capital Markets Inc., Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx, Incorporated, Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx & Associates, Inc. (each, an “Alternative Agent” and together with Citigroup, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932178792), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableCitigroup, for use by the Sales Agent or the Forward Seller, as applicableCitigroup, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $750,000,000 120,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxx Fargo Securities will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Xxxxx Fargo Securities covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines Transaction Entities hereby reserve the right to issue and sell securities other than through or to Xxxxx Fargo Securities directly during the term of this Agreement subject to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such salenotice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, amended (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932161751), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of The Registration Statement at the time of the first contract of sale for the Securities, which time shall be considered it originally became effective is herein called the “new effective dateOriginal Registration Statement.” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). The Company and the Operating Partnership have has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., UBS Securities LLC and Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist SecuritiesAssociates, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), each an “Alternative Sales Agent”Manager” and collectively, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward PurchaserManagers”) on the terms set forth in the applicable Alternative Distribution Agreements). The aggregate offering gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932222876), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyas amended, the each, an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA RBC Capital Markets LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Mizuho Securities USA LLC and Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and Agreement, the Alternative Distribution Agreements and the Original Equity Distribution Agreement referred to therein shall not exceed the Maximum Amount. As of the date hereof, Securities having an aggregate gross sales price of $176,188,661 remain available for offer and sale under this Agreement and the Alternative Distribution Agreements.

Description of Securities. The Company Each of the Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through UBS Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s 's common stock, $0.001 par value $0.01 per share (the “"Common Stock”"), having an aggregate offering price of up to $750,000,000 50,000,000.00 (the “"Maximum Amount”"), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the "Securities") shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, UBS Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through UBS Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “"Commission”"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines has also entered into an equity distribution agreement (the "Other Equity Distribution Agreement") of even date herewith with Wxxxx Fargo Securities, LLC (the "Alternative Agent") for the issuance and sale from time to sell time to or through the Alternative Agent of the Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing on the terms set forth in the Other Equity Distribution Agreement. UBS Securities and conditions the Alternative Agent are collectively referred to herein as the "Agents." This Agreement and the Other Equity Distribution Agreement are collectively referred to herein as the "Equity Distribution Agreements." The aggregate gross offering price of such salethe Securities that may be sold pursuant to this Agreement and the Other Equity Distribution Agreement shall not exceed $50,000,000.00. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"Securities Act”"), with the Commission an automatic shelf a registration statement on Form S-3 N-2 (File No. 333-249932174756), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “"Prospectus Supplement”") to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableUBS Securities, for use by the Sales Agent or the Forward Seller, as applicableUBS Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time Commission pursuant to Item 12 of Form S-3 Rule 497 under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B 430C of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “"Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. ." The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of 497 under the Securities Act is herein called the “"Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect " Any reference to the Securities. Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 497, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX. The A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”) was filed with the Commission on April 12, 2010 under the Investment Company Act of 1940, as amended, and the Operating Partnership have also entered into separate equity distribution agreements rules and regulations promulgated thereunder (collectively, the “Alternative Distribution Agreements”"Investment Company Act"). The Company has entered into an Investment Advisory and Management Agreement, dated as of April 14, 2010 and amended and restated as of July 16, 2010 (the date hereof"Investment Advisory Agreement"), with each the Adviser. The Company has entered into an Administration Agreement, dated as of BofA SecuritiesApril 14, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital 2010 (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities"Administration Agreement"), an “Alternative Sales Agent”, as forward seller (in with the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountAdministrator.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Wxxxx Fargo Securities, acting as agent and/or principal, up to a number of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 75,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Wxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Wxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Wxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement statement” (as defined in Rule 405 under the Securities Act) on Form S-3 (File No. 333-249932230427), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableWxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableWxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountEXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent, shares of common stock of the Company (the “Securities”) of the Company’s common stock), par value $0.01 0.001 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices (as defined below) for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock less any shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized capital stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), having an aggregate offering price or (d) exceed the number or dollar amount of up to $750,000,000 shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the lesser of (a), (b), (c) and (d), the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, filed in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932239134), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement). The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as of any timedefined below). Except where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act (“by the Company to cover any securities registered pursuant to the Registration Statement, including any Securities, as a result of the end of the three year period described in Rule 430B”); provided415(a)(5) of the Securities Act, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430BThe base prospectus, including the exhibits and schedules thereto at such time, the all documents and information incorporated or deemed to be incorporated therein by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus reference, included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, Statement or the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX. The Company the Commission’s Electronic Data Gathering, Analysis and the Operating Partnership have also entered into separate equity distribution agreements Retrieval system (collectively, the “Alternative Distribution AgreementsEXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses (as defined below) that, dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountEXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor or the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxx Fargo, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $750,000,000 125,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxx Fargo does not sell in excess of the number of Securities specified in any Placement Notice issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the Securities rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932173468), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement,.” as of any time, means such registration statement as amended by any post-The Registration Statement at the time it originally became effective amendments thereto at such timeis herein called the “Original Registration Statement.” The base prospectus, including the exhibits and any schedules thereto at such time, the all documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedtherein, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist SecuritiesAssociates, Inc. andand Xxxxxxx Lynch, in certain casesPierce, one of their respective affiliates Xxxxxx & Xxxxx Incorporated (eachcollectively, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManagers”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, common shares (the “Securities”) representing limited liability company interests of the Company’s common stock, no par value $0.01 per share (the “Common StockShares”), having an a maximum aggregate gross offering price of up to $750,000,000 150,000,000 (the “Securities”). The maximum amount of Securities that the Placement Agent may sell pursuant to this Agreement as set forth in the immediately preceding sentence is also referred to herein as the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. .” Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price amount of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3, as amended by post-effective amendment no. 1 thereto (File No. 333-249932218371), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” Except where the context otherwise requires, such registration statement, as of any time, means amended at such times when such registration statement as amended by any post-effective amendments thereto at such timebecame effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company becomes a Well-Known Seasoned Issuer and desires to file an automatic shelf registration statement on Form S-3 (“WKSI Shelf”) for, among other things, the purpose of the sale of Securities hereunder and is able to make the representations set forth in Exhibit H at any time after the filing of a WKSI Shelf registering the sale of Securities hereunder when the Company is required to make such representations pursuant to Section 7(o), the Company shall file a new registration statement (a WKSI Shelf or other appropriate shelf registration statement) with respect to any additional Securities necessary to complete the sale of the Maximum Amount and shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such new registration statement and the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Securities or such other relevant action that occurred prior to the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-218371), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein. In the event such new registration statement is a WKSI Shelf, the Company hereby agrees that it will make the representations, warranties and agreements set forth in Exhibit H to the Placement Agent at the same time or times that the Company makes any of the representations, warranties or agreements set forth in Section 6. The Company and the Operating Partnership have has also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the even date hereofherewith, with each of BofA Securitiesthe parties listed on Appendix A attached hereto (collectively, Inc.the “Alternative Placement Agents”), BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated for the issuance and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case sale from time to time of the Issuance Securities), an “Securities to or through the Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution AgreementsPlacement Agents. The aggregate offering price amount of the Securities Common Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Barclays, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sales price (when taken together with the aggregate sales price of any Securities sold pursuant to the separate equity distribution agreement with respect to the Securities dated April 29, 2015 (the “Alternative Equity Distribution Agreement”) between the Company and Xxxxx Fargo Securities, LLC (the “Alternative Manager”)) of up to $750,000,000 100,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sales price of the Securities offered issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Barclays shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Barclays will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing with under Rule 462(e) under the Securities and Exchange Commission (the “Commission”)Act of 1933, as amended, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-249932195496), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableBarclays, for use by the Sales Agent Barclays, by email or the Forward Seller, as applicableother electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. The Except where the context otherwise requires, such registration statement, including all documents incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time”. The base prospectus, including the exhibits and any schedules thereto at such time, the all documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedtherein, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Act, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) it may issue and sell through BNYMCM, acting as agent and/or principal, Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 200,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, BNYMCM shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through BNYMCM will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent BNYMCM as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with Citigroup Global Markets Inc., RBC Capital Markets, LLC and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BNYMCM, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932204623), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableBNYMCM, for use by the Sales Agent or the Forward Seller, as applicableBNYMCM, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Jefferies, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 150,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Jefferies will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Jefferies covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Jefferies shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932179411), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableJefferies, for use by the Sales Agent or the Forward Seller, as applicableJefferies, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into three separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA Securities, Inc., BTIGRBC Capital Markets, LLC, KeyBanc Capital One Markets Inc. and Xxxxx Fargo Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering sale price of up to $750,000,000 215,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxxxx Xxxxx shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932188534), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, for use by the Sales Agent or the Forward Seller, as applicableXxxxxxx Xxxxx, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into four separate equity distribution agreements (collectivelyeach, the as amended, an “Alternative Distribution AgreementsAgreement”)): (i) with Xxxxx Fargo Securities, LLC, dated as of May 16, 2011 and amended as of December 20, 2011 and July 31, 2013 and further amended as of the date hereof; (ii) with KeyBanc Capital Markets Inc., dated as of May 16, 2011 and amended as of December 20, 2011 and July 31, 2012 and further amended as of the date hereof; (iii) with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, dated as of July 31, 2012 and amended as of the date hereof, and (iv) with Xxxxxxx Xxxxx & Associates, Inc.,Xxxxxxxxx LLC, dated as of the date hereof, with hereof (each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, KeyBanc Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Co. Associates, Inc.,Xxxxxxxxx LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through either of the Placement Agents, acting as agent and/or principal, up to 20,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither of the Sales Agent nor the Forward Seller, as applicable, Placement Agents shall have any obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Agent and the Forward Seller Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932180791), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agents, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932252097), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of with, Xxxxx Fargo Securities, LLC, BofA Securities, Inc., BTIG, Xxxxxxxxx LLC and Mizuho Securities USA LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) it may issue and sell through RBC, acting as agent and/or principal, Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 200,000,000 (such Common Shares, the “Securities”, and such maximum amount, the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, RBC shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through RBC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent RBC as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with RBC, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932204623), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableRBC, for use by the Sales Agent or the Forward Seller, as applicableRBC, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Placement Agent, acting as agent and/or principal, up to an aggregate value of $25,000,000 of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this AgreementCompany. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The , and provided further that nothing in this Agreement shall prevent the Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter from entering into a separate written equity distribution agreement containing with another Placement Agent with respect to the terms and conditions of such saleShares (an “Alternative Equity Distribution Agreement”) subsequent to the date hereof. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932179314), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B or 462(b) of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”); all references in this Agreement to any Issuer Free Writing Prospectus (defined below) (other than any Issuer Free Writing Prospectuses that, dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company Each of the Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 250,000,000.00 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the “Securities”) shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”) and effective under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement statement” on Form S-3 N-2 (File No. 333-249932232387), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company. Such registration statement became effective immediately upon its filing with the Commission on June 27, 2019, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934was most recently amended pursuant to Rule 462(e) on February 12, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)2021. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it most recently became effective, including the exhibits all documents filed as part thereof and any schedules thereto at such time, the documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of 424 under the Securities Act Act, relating to the Securities, including documents incorporated or deemed to be incorporated therein by reference, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect Any reference to the Securities. Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX. The A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act, filed pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”), was filed with the Commission on April 12, 2010, under the Investment Company Act of 1940, as amended, and the Operating Partnership have also entered into separate equity distribution agreements rules and regulations promulgated thereunder (collectively, the “Alternative Distribution AgreementsInvestment Company Act”). The Company has entered into a Third Amended and Restated Investment Advisory Agreement, dated as of September 16, 2019 (as most recently re-approved by the date hereofboard of directors of the Company at a meeting on May 7, 2021, the “Investment Advisory Agreement”), with each the Adviser. The Company has entered into an Administration Agreement, dated as of BofA SecuritiesApril 14, Inc.2010 (as most recently re-approved by the board of directors of the Company at a meeting on May 7, BTIG2021, the “Administration Agreement”), with GC Service Company, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital a Delaware limited liability company (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities“GC Service”), which was subsequently assigned by GC Service to the Administrator pursuant to an “Alternative Sales Agent”Assignment Agreement, dated as of February 5, 2013, by and between the Administrator and GC Service, as forward seller (in consented to by the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountCompany.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares it may issue and sell through the Placement Agent, acting as agent and/or principal, up to $150,000,000 (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price . The maximum amount of up Securities that the Placement Agent may sell pursuant to $750,000,000 (this Agreement as set forth in the immediately preceding sentence is also referred to herein as the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. .” Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932240086), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements a management agreement (collectively, the “Alternative Distribution AgreementsManagement Agreement”), dated as of the date hereofApril 6, 2016 and as amended as of May 9, 2016 and December 6, 2020, with each the Manager, pursuant to which the Manager acts as the manager and adviser of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & the Company, Incorporated the Operating Partnership and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amountsubsidiaries.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Citigroup, acting as agent and/or principal, shares (the “Securities”) of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 200,000,000 (the “Maximum Amount”), may be offered . Such shares are hereinafter collectively referred to as the “Securities” and sold are described in the manner contemplated by this AgreementProspectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Citigroup shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly and the Manager have also entered into separate equity distribution agreements with respect to the Sales Agent Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as principal it will enter into a separate written agreement containing of the terms date hereof, with JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and conditions Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Citigroup, the “Agents”). The aggregate offering price of such salethe Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932190191), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableCitigroup, for use by the Sales Agent or the Forward Seller, as applicableCitigroup, copies of the base prospectus included as part of such registration statementRegistration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Except where the context otherwise requires, such Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time Registration Statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth or any successor system; all references in the applicable Alternative Distribution Agreements. The aggregate offering price of this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 30,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932218300), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $750,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Placement Agent will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Placement Agent nor the Forward Seller, as applicable, shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales through Placement Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 S-3ASR (File No. 333-249932252097), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agent, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into four separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of Xxxxx Fargo Securities, LLC, BofA Securities, Inc., Xxxxxxxxx LLC and BTIG, LLCLLC , Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Placement Agents, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 250,000,000.00 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the “Securities”) shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Placement Agents shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by through the Sales Agent and the Forward Seller Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”) and effective under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement statement” on Form S-3 N-2 (File No. 333-249932265509), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance . Such registration statement became effective immediately upon its filing with the provisions of the Securities Exchange Act of 1934Commission on June 9, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”)2022. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicablePlacement Agents, for use by the Sales Agent or the Forward Seller, as applicablePlacement Agents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it most recently became effective, including the exhibits all documents filed as part thereof and any schedules thereto at such time, the documents incorporated or deemed to be incorporated therein by reference therein at such time reference, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424 under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference The Company may file one or more registration statements after the date hereof which may be referred to a time means as the Registration Statement, only to the extent that such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect relates to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits Common Stock offered and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time sold pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. this Agreement. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of 424 under the Securities Act Act, relating to the Securities, including documents incorporated or deemed to be incorporated therein by reference, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect Any reference to the Securities. Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX. The A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act, filed pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”), was filed with the Commission on April 12, 2010, under the Investment Company Act of 1940, as amended, and the Operating Partnership have also entered into separate equity distribution agreements rules and regulations promulgated thereunder (collectively, the “Alternative Distribution AgreementsInvestment Company Act”). The Company has entered into a Fourth Amended and Restated Investment Advisory Agreement, dated as of August 3, 2023 (as approved by the date hereofboard of directors of the Company at a meeting on August 3, 2023, the “Investment Advisory Agreement”), with each the Adviser. The Company has entered into an Administration Agreement, dated as of BofA SecuritiesApril 14, Inc.2010 (as most recently re-approved by the board of directors of the Company at a meeting on May 5, BTIG2023, the “Administration Agreement”), with GC Service Company, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital a Delaware limited liability company (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities“GC Service”), which was subsequently assigned by GC Service to the Administrator pursuant to an “Alternative Sales Agent”Assignment Agreement, dated as of February 5, 2013, by and between the Administrator and GC Service, as forward seller (in consented to by the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountCompany.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to KeyBanc, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and KeyBanc covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, KeyBanc shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through KeyBanc will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with KeyBanc, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932178792), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableKeyBanc, for use by the Sales Agent or the Forward Seller, as applicableKeyBanc, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, JMP Securities LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 300,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 ‎1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Xxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent Xxxxx Fargo Securities as principal it will shall enter into a separate written agreement (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and any applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932216233), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will shall furnish to the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableXxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” ”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA SecuritiesXxxxxxx Lynch, Inc.Pierce, BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxxx & Xxxxx & Co. LLC, Xxxxxxxxx LLC, Incorporated and X.X. Xxxxxx Securities LLCLLC (together, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentPlacement Agents”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Wxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s 's common stock, $0.001 par value $0.01 per share (the “"Common Stock”"), having an aggregate offering price of up to $750,000,000 50,000,000.00 (the “"Maximum Amount”"), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the "Securities") shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Wxxxx Fargo Securities shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Wxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “"Commission”"), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines has also entered into an equity distribution agreement (the "Other Equity Distribution Agreement") of even date herewith with UBS Securities LLC (the "Alternative Agent") for the issuance and sale from time to sell time to or through the Alternative Agent of the Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing on the terms set forth in the Other Equity Distribution Agreement. Wxxxx Fargo Securities and conditions the Alternative Agent are collectively referred to herein as the "Agents." This Agreement and the Other Equity Distribution Agreement are collectively referred to herein as the "Equity Distribution Agreements." The aggregate gross offering price of such salethe Securities that may be sold pursuant to this Agreement and the Other Equity Distribution Agreement shall not exceed $50,000,000.00. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “"Securities Act”"), with the Commission an automatic shelf a registration statement on Form S-3 N-2 (File No. 333-249932174756), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “"Prospectus Supplement”") to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableWxxxx Fargo Securities, for use by the Sales Agent or the Forward Seller, as applicableWxxxx Fargo Securities, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time Commission pursuant to Item 12 of Form S-3 Rule 497 under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B 430C of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “"Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. ." The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of 497 under the Securities Act is herein called the “"Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect " Any reference to the Securities. Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 497, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX. The A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”) was filed with the Commission on April 12, 2010 under the Investment Company Act of 1940, as amended, and the Operating Partnership have also entered into separate equity distribution agreements rules and regulations promulgated thereunder (collectively, the “Alternative Distribution Agreements”"Investment Company Act"). The Company has entered into an Investment Advisory and Management Agreement, dated as of April 14, 2010 and amended and restated as of July 16, 2010 (the date hereof"Investment Advisory Agreement"), with each the Adviser. The Company has entered into an Administration Agreement, dated as of BofA SecuritiesApril 14, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital 2010 (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities"Administration Agreement"), an “Alternative Sales Agent”, as forward seller (in with the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountAdministrator.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through BTIG, acting as agent and/or principal, shares (the “Securities”) of the Company’s class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 500,000,000 (the “Maximum Amount”), may be offered . Such shares are hereinafter collectively referred to as the “Securities” and sold are described in the manner contemplated by this AgreementProspectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, BTIG shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through BTIG will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company agrees that whenever it determines to sell Securities directly and the Manager have also entered into separate equity distribution agreements with respect to the Sales Agent Securities (as principal it will enter into a separate written agreement containing amended, each, an “Alternative Equity Distribution Agreement” and collectively, the terms “Alternative Equity Distribution Agreements”), each dated as of November 14, 2018, and conditions amended as of such salethe date hereof, with Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BTIG, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932232852), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to the Sales Agent or the Forward Seller, as applicableBTIG, for use by the Sales Agent or the Forward Seller, as applicableBTIG, copies of the base prospectus included as part of such registration statementRegistration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Except where the context otherwise requires, such Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time Registration Statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement, all references Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth or any successor system; all references in the applicable Alternative Distribution Agreements. The aggregate offering price of this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities that may Act, are not required to be sold filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum AmountXXXXX.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through KeyBanc Capital Markets, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $750,000,000 125,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, KeyBanc Capital Markets shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through KeyBanc Capital Markets will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932175326), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableKeyBanc Capital Markets, for use by the Sales Agent or the Forward Seller, as applicableKeyBanc Capital Markets, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership Transaction Entities have also entered into three separate equity distribution agreements (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), each dated as of the date hereof, with each of BofA Securities, Barclays Capital Inc., BTIGXxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates respectively (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Placement Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, shall have any obligation in connection with such compliance. The offering and sale of the Securities by the Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Merrill, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $750,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Merrill will purchase any Securities on a principal basis, may be offered then it will enter into a separate underwriting or similar agreement in form and sold in substance satisfactory to both the manner contemplated by this AgreementCompany and Merrill covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, Merrill shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through Merrill will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with KeyBanc Capital Markets Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx & Associates, Inc. (each, an “Alternative Agent” and together with Merrill, the “Agents”). The aggregate gross sales price of the Securities that whenever it determines may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell Securities directly securities other than through or to the Sales Agent as principal it will enter into a separate written agreement containing Agents during the terms and conditions term of such salethis Agreement subject to the notice provision contained in Section 7(k) herein. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission an automatic shelf a registration statement on Form S-3 (File No. 333-249932178792), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableMerrill, for use by the Sales Agent or the Forward Seller, as applicableMerrill, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise Regulations or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of the Securities Act (“Rule 430B”); providedRegulations, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statementprospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act Regulations is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements via XXXXX (collectively, the “Alternative Distribution Agreements”), dated as of the date other than in connection with any opinion given by counsel in Section 7 hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securitieswhich hereby expressly excludes any copy filed via XXXXX), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the “Securities”) of the Company’s common stockit may issue and sell through KeyBanc, par value $0.01 per share (the “acting as agent and/or principal, Common Stock”)Shares, having an aggregate offering sale price of up to $750,000,000 164,743,985 (the “Maximum Amount”), may be offered of which $100,000,000 remains unissued and sold in unsold as of the manner contemplated by date of this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities offered issued and sold under this Agreement shall be the sole responsibility of the Company, and that neither the Sales Agent nor the Forward Seller, as applicable, KeyBanc shall have any no obligation in connection with such compliance. The offering issuance and sale of the Securities by the Sales Agent and the Forward Seller through KeyBanc will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became declared effective upon filing with by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to has prepared and filed with the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filedCommission, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-249932223257), to be used in connection with the public offering and sale of certain securities of the Company, including the Securities, under the Securities Act, which automatic shelf registration statement became effective upon filing under when filed on February 27, 2018 pursuant to Rule 462(e) under the Securities Act, including a base prospectusprospectus (the “Base Prospectus”) dated February 27, relating to certain securities2018, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the remaining unissued and unsold Securities dated March 14, 2019 (the “Prospectus Supplement”) to the base prospectus Base Prospectus, to be included as part of such registration statement. The Company will furnish to the Sales Agent or the Forward Seller, as applicableKeyBanc, for use by the Sales Agent or the Forward Seller, as applicableKeyBanc, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any timeExcept where the context otherwise requires, means such registration statement statement, as amended by any post-effective amendments thereto at such timewhen it became effective, including the exhibits and any schedules thereto at such time, the all documents incorporated filed as part thereof or deemed to be incorporated by reference therein at such time therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Item 12 of Form S-3 Rule 424(b) under the Securities Act and the documents and information otherwise or deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of under the Securities Act (“Rule 430B”); providedAct, however, that is herein called the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration StatementBase Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) of under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDXXX”), as supplemented by its Interactive Data Electronic Applications system. The Company and the Operating Partnership have has also entered into a separate equity distribution agreements agreement (collectively, the “Alternative Distribution AgreementsAgreement”), dated as of the even date hereofherewith, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Scotia Capital Jexxxxxxx XLC (USA) Inc., Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales AgentManager”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.