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, it may issue and sell through the Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 150,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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. 333-249932229337), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 timeall documents filed as part thereof, the documents or incorporated or deemed to be incorporated by reference therein at such time therein, if any, 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 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 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 Act, including all documents incorporated or deemed incorporated by reference therein, if any, 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Advisor agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentXxxxx Fargo, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockstock , $.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 50,000,000.00 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent 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 saleShares. 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. 333-249932160061), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentXxxxx Fargo, for use by the Sales AgentXxxxx Fargo, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it the Company may issue and sell through the Sales AgentBaird, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common Stock”), having an aggregate sale price of up to $750,000,000 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called 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 number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Baird 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 filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Securities 1933 Act”), with and has filed such amendments thereto, if any, as may have been required to the Commission an automatic shelf date hereof. Such registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became has been declared effective upon filing under Rule 462(e) under the Securities 1933 Act. Promptly after execution and delivery of this Agreement, 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 prepare and file a prospectus supplement in accordance with the provisions of the Securities Exchange Act Rule 430B (“Rule 430B”) of 1934, as amended, and the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Exchange Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The Company has prepared a Any information included in such prospectus supplement specifically relating that was omitted from the Base Registration Statement at the time it became effective but that is deemed to the Securities (be part of and included therein pursuant to Rule 430B is referred to herein as the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Rule 430B Information.” The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Base Registration Statement,” as of , at any given time, means such registration statement as amended by any post-effective including the amendments thereto at such time, including the exhibits thereto 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 1933 Act at such time and the documents and information otherwise deemed to be a part thereof as of such time pursuant to or included therein by the 1933 Act Regulations, including the Rule 430B of Information, is herein called the Securities Act (“Rule 430BRegistration Statement”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Baird and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities within (the meaning “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Baird for use in connection with the offering of paragraph (f)(2) of Rule 430Bthe Securities, 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 1933 Act and at 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 execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” The Company may file one Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or more additional registration statements (which shall be “referred to” in the Registration Statement) from time to time that will contain a base prospectus and related prospectus Statement 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 other references of like import) shall be deemed to refer to include all such documents, financial statements and include the documents schedules and other information that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements 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 filed under the Commission deemed to be Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement 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 to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX. The Company its Electronic Data Gathering, Analysis and the Operating Partnership have also entered into separate equity distribution agreements Retrieval system or any successor system (collectively, the “Alternative Distribution AgreementsEXXXX”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, . As used in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.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, it may issue and sell through the Sales AgentSunTrust, 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 sale price of up to $750,000,000 225,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent SunTrust shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent SunTrust 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. 333-249932195592), 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 AgentSunTrust, for use by the Sales AgentSunTrust, 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 Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist BB&T Capital Markets (a division of BB&T Securities, LLC), HSBC Securities (USA) Inc. and, in certain cases, one of their respective affiliates and Xxxxx Xxxxxxx & Co. (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentBarclays, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 30,000,000.00 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent 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 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 saleShares. 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. 333-249932183605), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentBarclays, for use by the Sales AgentBarclays, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales AgentBB&T, 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 sale price of up to $750,000,000 225,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent BB&T shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent BB&T 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. 333-249932195592), 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 AgentBB&T, for use by the Sales AgentBB&T, 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 Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx SunTrust Xxxxxxxx Xxxxxxxx, Inc., HSBC Securities LLC, Xxxxxx, Xxxxxxxx (USA) Inc. and Xxxxx Xxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates Co. (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 45,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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. 333-249932195652), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 25,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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 NoNos. 333-249932205405 and 811-22432), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 has prepared and subject to the conditions set forth herein, it may issue and sell through the Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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 S-3ASR (File No. 333-249932253297), which automatic shelf registration statement became effective upon filing under Rule 462(e) under filing, covering the registration of the Securities Act, including a base prospectus, relating to and certain securities, including the Securities to be issued from time to time by other securities of the Company. Promptly after execution and delivery of this Agreement and the Forward Sale Agreements, and which incorporates by reference documents that the Company has filed or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Exchange Act and paragraph (b) of 1934, as amended, and Rule 424 (“Rule 424(b)”) of the rules and regulations thereunder (collectively, the “Exchange Securities Act”). The Company has prepared Any information included in a prospectus and such related prospectus supplement specifically relating that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus and prospectus supplement used in connection with the offering of the Securities (the that omitted Rule 430B Information is herein called a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such preliminary prospectus.” Such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of at any given time, means such registration statement as amended by any post-effective together with the amendments thereto at to 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 at such time, the documents and information otherwise deemed to be a part thereof as of or included therein by the Securities Act at such time and the Rule 430B Information, are herein called, collectively, the “Registration Statement.” Any registration statement filed pursuant to Rule 430B 462(b) of the Securities Act (“is herein referred to as the “ Rule 430B”); provided, however, that 462(b) Registration Statement,” and after such filing the term “Registration Statement” without reference shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished (electronically or otherwise) to a time means such registration statement as amended by any post-effective amendments thereto as the Underwriters for use in connection with the offering of the time Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the first contract of sale for the SecuritiesSecurities Act or otherwise) or, which time shall be considered the “new effective date” of the Registration Statement with respect if not furnished to the Securities within Underwriters, in the meaning of paragraph (f)(2) of form first filed by the Company pursuant to Rule 430B424(b), including the exhibits and schedules thereto at such time, together with 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 at the time of execution of this Agreement and the documents otherwise deemed to be any preliminary prospectuses that form 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, any preliminary prospectus, 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 its 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 supplemented by its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, as of the date hereoftime at which such representation, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to warranty or through the Alternative Sales Agents. 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 Amountagreement is made.

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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx Sachs & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 the Company may issue and sell through the Sales a Distribution Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share stock (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 50,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales a Distribution Agent 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. 333-249932202187), 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 AgentDistribution Agents, for use by the Sales AgentDistribution 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 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 by 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales 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 sale price of up to $750,000,000 100,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent [ ] shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent [ ] 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 Subject to the provisions of Section 7(k), the Company agrees that whenever it determines reserves the right to issue and sell Securities directly other than to the Sales Agent or through [ ] or any Alternative Manager (as principal it will enter into a separate written agreement containing the terms and conditions of such saledefined below). 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. 333-249932176819), 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 CompanyCommon Stock, 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[ ], for use by the Sales 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 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 have has 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 (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), dated as of the even date hereofherewith, with each of BofA Securities[ ] (each, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the an “Alternative Sales AgentsManager”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price sale prices of the Securities that may be sold pursuant to this Agreement and the all 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 Sales AgentHSBC, 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 sale price of up to $750,000,000 225,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent HSBC shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent HSBC 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. 333-249932195592), 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 AgentHSBC, for use by the Sales AgentHSBC, 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 Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLCSunTrust Xxxxxxxx Xxxxxxxx, XxxxxxInc., Xxxxxxxx & Company, Incorporated and Truist BB&T Capital Markets (a division of BB&T Securities, Inc. and, in certain cases, one of their respective affiliates LLC) and Xxxxx Xxxxxxx & Co. (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it may issue and sell through the Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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 (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 has prepared and subject to the conditions set forth herein, it may issue and sell through the Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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 S-3ASR (File No. 333-249932223257), which automatic shelf registration statement became effective upon filing under Rule 462(e) under filing, covering the registration of the Securities Act, including a base prospectus, relating to and certain securities, including the Securities to be issued from time to time by other securities of the Company. Promptly after execution and delivery of this Agreement, and which incorporates by reference documents that the Company has filed or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Exchange Act and paragraph (b) of 1934, as amended, and Rule 424 (“Rule 424(b)”) of the rules and regulations thereunder (collectively, the “Exchange Securities Act”). The Company has prepared Any information included in a prospectus and such related prospectus supplement specifically relating that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus and prospectus supplement used in connection with the offering of the Securities (the that omitted Rule 430B Information is herein called a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such preliminary prospectus.” Such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of at any given time, means such registration statement as amended by any post-effective together with the amendments thereto at to 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 at such time, the documents and information otherwise deemed to be a part thereof as of or included therein by the Securities Act at such time and the Rule 430B Information, are herein called, collectively, the “Registration Statement.” Any registration statement filed pursuant to Rule 430B 462(b) of the Securities Act (“is herein referred to as the “ Rule 430B”); provided, however, that 462(b) Registration Statement,” and after such filing the term “Registration Statement” without reference shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished (electronically or otherwise) to a time means such registration statement as amended by any post-effective amendments thereto as the Underwriters for use in connection with the offering of the time Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the first contract of sale for the SecuritiesSecurities Act or otherwise) or, which time shall be considered the “new effective date” of the Registration Statement with respect if not furnished to the Securities within Underwriters, in the meaning of paragraph (f)(2) of form first filed by the Company pursuant to Rule 430B424(b), including the exhibits and schedules thereto at such time, together with 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 at the time of execution of this Agreement and the documents otherwise deemed to be any preliminary prospectuses that form 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, any preliminary prospectus, 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 its Electronic Data Gathering, Analysis and the Operating Partnership have also entered into separate equity distribution agreements Retrieval system (collectively, the “Alternative Distribution AgreementsEXXXX”), dated as supplemented by its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, as of the date hereoftime at which such representation, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to warranty or through the Alternative Sales Agents. 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 Amountagreement is made.

Description of Securities. The Company agrees thatmay issue and sell, from time to time during in the term of manner contemplated by this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales 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 sale offering price of up to $750,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything ) upon the terms and subject to the contrary conditions contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent (as defined below) will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing 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. 333-249932)209722) and a post-effective amendment thereto dated April 7, which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act2017, including a base prospectusprospectus dated April 7, 2017, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement and post-effective amendment became effective upon filing under Rule 462(e) of the Securities Act 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales AgentAgent or the Forward Seller, as applicable, for use by the Sales AgentAgent 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 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 (the “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 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 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 (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

Description of Securities. The Company agrees thatmay issue and sell, from time to time during in the term of manner contemplated by this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales 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 sale offering price of up to $750,000,000 500,000,000 (the “Maximum Amount”). Notwithstanding anything ) upon the terms and subject to the contrary conditions contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent (as defined below) will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing 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. 333-249932)209722) and a post-effective amendment thereto dated April 7, which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act2017, including a base prospectusprospectus dated April 7, 2017, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement and post-effective amendment became effective upon filing under Rule 462(e) of the Securities Act 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales AgentAgent or the Forward Seller, as applicable, for use by the Sales AgentAgent 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 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 (the “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 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 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 (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

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 Sales AgentManager, 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 sale price of up to $750,000,000 150,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Manager 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 Subject to the provisions of Section 7(k), the Company agrees that whenever it determines reserves the right to issue and sell Securities directly other than to or through the Sales Agent Manager or any Alternative Manager (as principal it will enter into a separate written agreement containing the terms and conditions of such saledefined below). 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. 333-249932221055), 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 CompanyCommon Stock, 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 AgentManager, for use by the Sales AgentManager, 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 have has 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 (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), dated as of the even date hereofherewith, with each of BofA Securities[ ] (each, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the an “Alternative Sales AgentsManager”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price sale prices of the Securities that may be sold pursuant to this Agreement and the all Alternative Distribution Agreements shall not exceed the Maximum Amount. This Agreement shall supersede and replace any existing Equity Distribution Agreement between the Company and the Manager.

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, it the Company may issue and sell through the Sales AgentUBS 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 sale offering price of up to $750,000,000 75,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent UBS 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 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 an automatic (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-249932181290), 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, which shelf registration statement has become effective under the Securities Act 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales AgentUBS Securities, for use by the Sales AgentUBS 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 under the Securities Act (the “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 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 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 (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

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, it the Company may issue and sell through the Sales AgentXxxxx 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 sale offering price of up to $750,000,000 75,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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 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 an automatic (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-249932181290), 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, which shelf registration statement has become effective under the Securities Act 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales AgentXxxxx Fargo Securities, for use by the Sales AgentXxxxx 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 under the Securities Act (the “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 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 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 (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

Description of Securities. The Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 300,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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 NoNos. 333-249932225462 and 811-22432), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 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, it the Company may issue and sell through the Sales 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 sale offering price of up to $750,000,000 228,217,716 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing 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. 333-249932209722), 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, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales Agent, for use by the Sales 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 under the Securities Act (the “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 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 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 (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 500,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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 NoNos. 333-249932236574 and 811-22432), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares to be issued from time to time by the Company, and which incorporates commencing on or after August 1, 2020 will incorporate 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 497 or 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 or Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (“as qualified by 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 430B(g) of the time of the first contract of sale for the SecuritiesSecurities Act), 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 or Rule 424 under the Securities Act is herein called the “Prospectus.” The Company may file one or more additional registration statements For purposes of this Agreement, all references to (which i) the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with 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 Commission pursuant to the Securities. Any reference herein to Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”) and (ii) the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed 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 therein (collectively, the “Alternative Distribution AgreementsIncorporated Documents”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales AgentManager, 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 sale price of up to $750,000,000 150,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Manager 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 Subject to the provisions of Section 7(k), the Company agrees that whenever it determines reserves the right to issue and sell Securities directly other than to or through the Sales Agent Manager or any Alternative Manager (as principal it will enter into a separate written agreement containing the terms and conditions of such saledefined below). 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. 333-249932198729), 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 CompanyCommon Stock, 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 AgentManager, for use by the Sales AgentManager, 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 have has 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 (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), dated as of the even date hereofherewith, with each of BofA Securities[ ] (each, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the an “Alternative Sales AgentsManager”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price sale prices of the Securities that may be sold pursuant to this Agreement and the all 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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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, XxxxxxMizuho Securities USA LLC, Xxxxxxxx & CompanyRegions Securities LLC, Incorporated Scotia Capital (USA) Inc. and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 the Company may issue and sell through the Sales AgentAgents, acting as agent agents and/or principalprincipals, shares (the “Securities”) of the Company’s common stock, $0.001 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 30,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales neither Agent shall have no any obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent 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 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 saleShares. 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. 333-249932216344), 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 Common Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentAgents, for use by the Sales AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 agrees and the Adviser agree that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentAgents, acting as agent agents and/or principalprincipals, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent 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 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 saleShares. 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 NoNos. 333-249932236574 and 811-22432), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares to be issued from time to time by the Company, and which incorporates commencing on or after August 1, 2020 will incorporate 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentAgents, for use by the Sales AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 497 or 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 or Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (“as qualified by 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 430B(g) of the time of the first contract of sale for the SecuritiesSecurities Act), 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 is herein called the “Prospectus.” The Company may file one or more additional registration statements For purposes of this Agreement, all references to (which i) the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with 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 Commission pursuant to the Securities. Any reference herein to Interactive Data Electronic Application system when used by the Commission (collectively, “EXXXX”) and (ii) the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed 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 therein (collectively, the “Alternative Distribution AgreementsIncorporated Documents”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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 filedprepared and filed with the Commission, 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 dated November 27, 2019 specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus Base Prospectus, to be included as part of such registration statement. The Company will furnish to each of the Sales AgentAgents, for use by the Sales AgentAgents or their respective 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 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. 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. 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 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”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Amountsupplemented by its Interactive Data Electronic Applications system.

Description of Securities. The Each of the Company and the Operating 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 the Company may issue and sell through the Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock7.00% Series B Preferred Stock, par value $0.01 per share (the “Common Series B Preferred Stock”) as specified in the Prospectus (as defined below); provided, however, that in no event shall the Company issue or sell through the Agent such number of Securities that (a) exceeds the aggregate amount specified in such Prospectus pursuant to which the offering of the Securities contemplated hereunder is being made or (b) exceeds the number of authorized but unissued shares of Series B Preferred Stock (the lesser of (a) or (b), having an aggregate sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing 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 an automatic (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-249932212049), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to covering the registration of the offer and sale of 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 under the Securities Exchange Act of 1934, as amended, and Act. Such registration statement has been declared effective under the rules and regulations thereunder (collectively, the “Exchange Securities 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales Agent, for use by the Sales 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 under the Securities Act (the “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 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 XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectivelyAs used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

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 Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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, for use by the Sales 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 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 (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it the Company may issue and sell through the Sales AgentBaird, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common Stock”), having an aggregate sale price of up to $750,000,000 75,000,000 (the “Maximum Amount”). The foregoing shares being herein called 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 number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Baird 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 filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Securities 1933 Act”), with and has filed such amendments thereto, if any, as may have been required to the Commission an automatic shelf date hereof. Such registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became has been declared effective upon filing under Rule 462(e) under the Securities 1933 Act. Promptly after execution and delivery of this Agreement, 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 prepare and file a prospectus supplement in accordance with the provisions of the Securities Exchange Act Rule 430B (“Rule 430B”) of 1934, as amended, and the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Exchange Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The Company has prepared a Any information included in such prospectus supplement specifically relating that was omitted from the Base Registration Statement at the time it became effective but that is deemed to the Securities (be part of and included therein pursuant to Rule 430B is referred to herein as the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Rule 430B Information.” The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Base Registration Statement,” as of , at any given time, means such registration statement as amended by any post-effective including the amendments thereto at such time, including the exhibits thereto 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 1933 Act at such time and the documents and information otherwise deemed to be a part thereof as of such time pursuant to or included therein by the 1933 Act Regulations, including the Rule 430B of Information, is herein called the Securities Act (“Rule 430BRegistration Statement”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Baird and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities within (the meaning “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Baird for use in connection with the offering of paragraph (f)(2) of Rule 430Bthe Securities, 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 1933 Act and at 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 execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” The Company may file one Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or more additional registration statements (which shall be “referred to” in the Registration Statement) from time to time that will contain a base prospectus and related prospectus Statement 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 other references of like import) shall be deemed to refer to include all such documents, financial statements and include the documents schedules and other information that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements 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 filed under the Commission deemed to be Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement 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 to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX. The Company its Electronic Data Gathering, Analysis and the Operating Partnership have also entered into separate equity distribution agreements Retrieval system or any successor system (collectively, the “Alternative Distribution AgreementsEXXXX”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, . As used in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.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, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares 7.5% Senior Notes due 2020, which trade on the New York Stock Exchange (the “SecuritiesNYSE”) of under the Company’s common stock, par value $0.01 per share trading symbol “SAQ” (the “Common Stock2020 Notes”), having an aggregate sale offering price of up to $750,000,000 [ ] (the “Maximum Amount”). 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 sale offering price of the Securities 2020 Notes issued and sold under this Agreement (such 2020 Notes being referred to herein as the “Notes”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Notes through the Sales Agent Ladenburg 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 saleNotes. 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. 333-249932196526), 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 debt 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 Notes (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesNotes. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it the Company may issue and sell through sell, in the Sales Agent, acting as agent and/or principalmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate sale offering price of up to $750,000,000 100,000,000 (the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under the Alternative Distribution Agreements (as defined below). 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 maximum aggregate sale offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Manager, as principal or agent, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and which became effective upon filing under the Securities Act of 1933, as amended (collectively with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”) 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 a shelf registration statement on Form S-3 (File No. 333-249932251057), 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, which shelf registration statement, including any amendments thereto, has been declared effective by the Commission under the Securities Act 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 registration statement. The Company will furnish to the Sales Agent, Manager for use by the Sales Agent, Manager 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, on each date and time that such registration statement as amended by and any post-effective amendments amendment thereto at such timeinitially became or becomes 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 (the “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 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 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 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”); 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; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager outside of the United States. The Company All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Operating Partnership have also entered into separate equity distribution agreements Registration Statement or the Prospectus (collectivelyand 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. As used in this Agreement, the “Alternative Distribution Agreements”), dated as of following terms have the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.meanings set forth below:

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, it the Company may issue and sell through the Sales AgentMLV, acting as agent and/or and/or, at the option of the Company, principal, up to $30,000,000 shares (the “Maximum Amount” or the “Securities”) of the Company’s common stock8.55% Series A Cumulative Preferred Stock, par value $0.01 .01 per share (the “Common Series A Preferred Stock”)) and 8.45% Series D Cumulative Preferred Stock, having an aggregate sale price of up to par value $750,000,000 .01 per share (the “Maximum AmountSeries D Preferred Stock”, together with the Series A Preferred Stock, the “Preferred Stock”). 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 number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent MLV shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent MLV 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”)on January 25, 2010, 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 hereby reserves the right to issue and sell Securities directly securities other than through or to MLV during the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions term of such salethis 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 Securities and Exchange Commission an automatic (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-249932162750), 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 CompanyPreferred Stock, 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, 1934 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, which Prospectus Supplement specifically relates to the Securities (the “Prospectus Supplement”). The Company will furnish to the Sales AgentMLV, for use by the Sales AgentMLV, copies (which may be electronic form) 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 and the Operating Partnership have also entered into separate equity distribution agreements EDGAR (collectively, the “Alternative Distribution Agreements”as xxxxned below), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it the Company may issue and sell through the Sales AgentCantor, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common Stock”), having an aggregate sale price of up to $750,000,000 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called 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 number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Cantor shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Cantor 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 filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-203798) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amended, and the rules and regulations thereunder amended (collectively, the “Securities 1933 Act”), with and has filed such amendments thereto, if any, as may have been required to the Commission an automatic shelf date hereof. Such registration statement on Form S-3 (File No. 333-249932), which automatic shelf registration statement became has been declared effective upon filing under Rule 462(e) under the Securities 1933 Act. Promptly after execution and delivery of this Agreement, 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 prepare and file a prospectus supplement in accordance with the provisions of the Securities Exchange Act Rule 430B (“Rule 430B”) of 1934, as amended, and the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Exchange Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). The Company has prepared a Any information included in such prospectus supplement specifically relating that was omitted from the Base Registration Statement at the time it became effective but that is deemed to the Securities (be part of and included therein pursuant to Rule 430B is referred to herein as the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Rule 430B Information.” The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Base Registration Statement,” as of , at any given time, means such registration statement as amended by any post-effective including the amendments thereto at such time, including the exhibits thereto 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 1933 Act at such time and the documents and information otherwise deemed to be a part thereof as of such time pursuant to or included therein by the 1933 Act Regulations, including the Rule 430B of Information, is herein called the Securities Act (“Rule 430BRegistration Statement”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto the Registration Statement as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Cantor and the Securities; and provided further, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) of the 1933 Act Regulations relating to the Securities within (the meaning “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Cantor for use in connection with the offering of paragraph (f)(2) of Rule 430Bthe Securities, 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 1933 Act and at 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 execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” The Company may file one Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or more additional registration statements (which shall be “referred to” in the Registration Statement) from time to time that will contain a base prospectus and related prospectus Statement 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 other references of like import) shall be deemed to refer to include all such documents, financial statements and include the documents schedules and other information that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and any reference herein all references in this Agreement to the terms “amend,” “amendment” amendments or “supplement” with respect supplements 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 filed under the Commission deemed to be Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference thereinin, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement 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 to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, . As used in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.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, it may issue and sell through the Sales AgentJefferies, 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 sale price of up to $750,000,000 215,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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. 333-249932188534), 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 AgentJefferies, for use by the Sales AgentJefferies, 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., dated as of the date hereof, with hereof (each of BofA Xxxxx Fargo Securities, Inc., BTIG, LLC, KeyBanc Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Co. LLCAssociates, Xxxxxxxxx LLCInc., X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the an “Alternative Sales AgentsPlacement Agent”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales AgentJefferies, 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 sale price of up to $750,000,000 175,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Jefferies 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. 333-249932174668), 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 AgentJefferies, for use by the Sales AgentJefferies, 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 Xxxxx Fargo Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, LLC and SunTrust Xxxxxxxx & Company, Incorporated and Truist SecuritiesXxxxxxxx, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales Agentor to Ladenburg, 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 StockShares”), having an aggregate sale offering price of up to $750,000,000 17,900,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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. 333-249932202213), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 the Company may issue and sell through the Sales AgentAgents, acting as agent agents and/or principalprincipals, shares (the “Securities”) of the Company’s common stock, $0.001 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 150,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales neither Agent shall have no any obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent 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 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 saleShares. 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. 333-249932256366), 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 Common Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentAgents, for use by the Sales AgentAgents, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 all exhibits, financial statements and any schedules thereto at such timeand, the when and if applicable, all documents incorporated or deemed to be incorporated therein by reference therein at such time pursuant to Item 12 the Small Business Credit Availability Act (the “SBCAA”) or the rules of Form S-3 the Commission promulgated thereunder or otherwise, and any prospectus supplement relating to the Shares that is filed with the Commission pursuant to Rule 497 or Rule 424 under the Securities Act Act, and the documents and information otherwise deemed to be a part thereof as of such time registration statement pursuant to Rule 430B of or 430C under the Securities Act (“Act, as amended on each date it shall be declared effective, any registration statement filed pursuant to Rule 430B”); provided462(b) under the Securities Act, howeverand, that in the event any post-effective amendment thereto becomes effective, shall also mean such registration statement as so amended, 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 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 or Rule 424 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 and the Prospectus shall be deemed to include without limitation, any document filed under the Exchange Act (as defined below) which is or is deemed to be incorporated by reference in otherwise to be a part of or included in the Registration Statement, the Preliminary Prospectus or the Prospectus pursuant to the SBCAA or the rules of the Commission promulgated thereunder or otherwise, as the case may be, as of any specified date and any amendment or supplement thereto shall be deemed or to include any copy the Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be, that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 AmountCommission.

Description of Securities. The Company agrees that, from time to time during the term of this Agreement, on the terms has prepared and subject to the conditions set forth herein, it may issue and sell through the Sales 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 sale price of up to $750,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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 S-3ASR (File No. 333-249932223257), which automatic shelf registration statement became effective upon filing under Rule 462(e) under filing, covering the registration of the Securities Act, including a base prospectus, relating to and certain securities, including the Securities to be issued from time to time by other securities of the Company. Promptly after execution and delivery of this Agreement, and which incorporates by reference documents that the Company has filed or will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Exchange Act and paragraph (b) of 1934, as amended, and Rule 424 (“Rule 424(b)”) of the rules and regulations thereunder (collectively, the “Exchange Securities Act”). The Company has prepared Any information included in a prospectus and such related prospectus supplement specifically relating that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus and prospectus supplement used in connection with the offering of the Securities (the that omitted Rule 430B Information is herein called a “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the base prospectus included as part of such preliminary prospectus.” Such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of at any given time, means such registration statement as amended by any post-effective together with the amendments thereto at to 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 at such time, the documents and information otherwise deemed to be a part thereof as of or included therein by the Securities Act at such time and the Rule 430B Information, are herein called, collectively, the “Registration Statement.” Any registration statement filed pursuant to Rule 430B 462(b) of the Securities Act (“is herein referred to as the “ Rule 430B”); provided, however, that 462(b) Registration Statement,” and after such filing the term “Registration Statement” without reference shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished (electronically or otherwise) to a time means such registration statement as amended by any post-effective amendments thereto as the Underwriters for use in connection with the offering of the time Securities (whether to meet the requests of purchasers pursuant to Rule 173 under the first contract of sale for the SecuritiesSecurities Act or otherwise) or, which time shall be considered the “new effective date” of the Registration Statement with respect if not furnished to the Securities within Underwriters, in the meaning of paragraph (f)(2) of form first filed by the Company pursuant to Rule 430B424(b), including the exhibits and schedules thereto at such time, together with 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 at the time of execution of this Agreement and the documents otherwise deemed to be any preliminary prospectuses that form 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, any preliminary prospectus, 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 its 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 supplemented by its Interactive Data Electronic Applications system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is incorporated by reference in or otherwise deemed by the Securities Act to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, as of the date hereoftime at which such representation, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to warranty or through the Alternative Sales Agents. 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 Amountagreement is made.

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 Sales AgentManager, 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 sale price of up to $750,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 Agreement regarding the number and aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Manager 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 pursuant to Rule 462(e) (the “CommissionRule 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 ) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Securities. Subject to the provisions of Section 7(k), the Company reserves the right to issue and sell Securities other than to or through the Manager or any Alternative Manager (as defined below). The Company has filed, in accordance with the provisions of 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. 333-249932249772), 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 CompanyCommon Stock, 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 statementstatement (the “Prospectus Supplement”). The Company will furnish to the Sales AgentManager, for use by the Sales AgentManager, 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 have has 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 (collectivelyeach, the an “Alternative Distribution AgreementsAgreement”), dated as of the even date hereofherewith, with each of BofA Securities[•] (each, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the an “Alternative Sales AgentsManager”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. The aggregate offering price sale prices of the Securities that may be sold pursuant to this Agreement and the all Alternative Distribution Agreements collectively shall not exceed the Maximum Amount. This Agreement shall supersede and replace any existing Equity Distribution Agreement between the Company and the Manager. As of the date hereof, the Company is not party to any Equity Distribution Agreement other than this Agreement and the Alternative Distribution Agreements with the Alternative Managers.

Description of Securities. The Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through the Sales AgentLadenburg, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate sale offering price of up to $750,000,000 45,000,000 (the “Maximum Amount”). 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 sale offering price of the Securities Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agent Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Agent Ladenburg 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 saleShares. 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. 333-249932189805), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securitiesthe Common Shares, including the Securities Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales AgentLadenburg, for use by the Sales AgentLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. 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 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 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, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been 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., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 Sales 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 sale price of up to $750,000,000 500,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent 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), 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, for use by the Sales 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 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 Truist Securities, Inc., BTIG, Xxxxxxxxx LLC, Capital One Securities, HSBC Securities (USA) Inc., Citigroup Global Markets Inc.Inc. and BTIG, Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates LLC (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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, it may issue and sell through the Sales AgentJefferies, 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 sale price of up to $750,000,000 225,000,000 (the “Maximum Amount”). 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent Jefferies 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. 333-249932195592), 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 AgentJefferies, for use by the Sales AgentJefferies, 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 Xxxxx Fargo Securities, LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., BTIGBB&T Capital Markets (a division of BB&T Securities, LLC), Capital One Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Xxxxx Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales AgentsManagers”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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 proposes 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 Sales Agent, acting as agent and/or principal, shares $6,000,000 in aggregate principal amount of [______%] Senior Subordinated Notes Due 2002 (the “Securities”"Notes") and warrants (the "Warrants") to purchase 150,00 shares of the Company’s 's common stock, $.01 par value $0.01 per share (the “"Common Stock”"), having to the several Underwriters (collectively, the "Firm Securities"). The Company also proposes to grant to the Underwriters an aggregate sale price of option to purchase up to $750,000,000 900,000 in aggregate principal amount of additional Notes, together with additional Warrants to purchase an aggregate of 22,500 shares of Common Stock (the “Maximum Amount”"Option Securities"), as provided in Section 3 hereof. Notwithstanding anything to the contrary contained hereinIn addition, the parties hereto agree that compliance with Company proposes to sell to you, individually and not in your capacity as Representative, five (5) year warrants (the limitations set forth in this Section 1 regarding the number and aggregate "Representative's Warrants") to purchase up to 172,500 shares of Common Stock, which sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which became effective upon filing consummated in accordance 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 filedthe Warrant Agreement (the "Warrant Agreement") governing the terms and rights of the Warrants, in accordance with the provisions form of which is filed as an exhibit to the Registration Statement described below. As used in this Agreement, the term "Securities" shall include the Firm Securities Act of 1933, as amendedand the Option Securities, and the rules term "Warrants" shall include the Warrants included in the Firm Securities and regulations thereunder (collectivelyin the Option Securities. The term "Security" shall include one Note in the original principal amount of $5,000 together with 125 Warrants, each to purchase one share of Common Stock at an initial per share exercise price of $_____.___. The shares of common stock, $.01 par value per share, of 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 Company outstanding from time to time by are hereinafter referred to as "Common Stock." Unless the Companycontext otherwise requires, 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, for use by the Sales 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 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 references herein to the Registration Statement"Company" include Mobile Mini, Inc. together with its subsidiaries described in 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”hereinafter defined.), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (collectively, the “Alternative Sales Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Sales Agents. 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.