Common use of Description of Securities Clause in Contracts

Description of Securities. Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the Manager, acting as agent and/or principal, Securities having an aggregate offering price of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669), 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 Manager, for use by the Manager, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, $.01 par value per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000.00 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669158081), 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 ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (other than in connection the “Alternative Distribution Agreement”), dated as of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxxxx Lynch, which hereby expressly excludes any copy filed via XXXXXPierce, Xxxxxx & Xxxxx Incorporated (the “Alternative Manager”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerXxxxx Fargo Securities, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, no par value, (the “Common Stock”), having an aggregate offering sale price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the right to issue terms and sell securities other than through or to the Manager during the term conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669210114), 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 ManagerXxxxx Fargo Securities, for use by the ManagerXxxxx Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement”, as of any time, means such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B under of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” The 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 it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxxxx Xxxxx, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, $.01 par value per share (the “Common Shares”), having an aggregate offering price of up to $100,000,000.00 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669158081), 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 ManagerXxxxxxx Xxxxx, for use by the ManagerXxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (other than in connection the “Alternative Distribution Agreement”), dated as of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxx Fargo Securities, which hereby expressly excludes any copy filed via XXXXXLLC (the “Alternative Manager”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities common shares of beneficial interest of the Company, $0.01 par value per share (the “Common Shares”), having an aggregate offering price amount of up to $100,000,000 (the “Securities”). The maximum amount of Securities that the Placement Agent may sell pursuant to this Agreement as set forth in the immediately preceding sentence is also referred to herein as the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price amount of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669275162), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended at such times when it such registration statement became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).the

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 2,000,000 shares (the Maximum “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock” and such number of shares, the “Offering Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding and Section 6(e) hereof on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-183669170756), 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 promulgated thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act, is as well as any comparable successor registration statement filed by the Company for the sale of its Common Stock, including the Securities, collectively are herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any copy filed with the Commission via pursuant to either the Commission’s Electronic Data Gathering, Analysis and Retrieval system or Next Generation XXXXX System (collectively, “XXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy filed via thereof made available through XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxxxx Xxxxx, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669224701), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxxxx Xxxxx, for use by the ManagerXxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (other than in connection the “Alternative Distribution Agreements”), of even date herewith, with any opinion given by counsel in Section 7 hereofeach of Xxxxx Fargo Securities, which hereby expressly excludes any copy filed via XXXXXLLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (together, the “Alternative 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the Managera Distribution Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock (the “Common Shares”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager a Distribution Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669179778), 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 ManagerDistribution Agents, for use by the ManagerDistribution Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerAgent, acting as agent and/or principal, Securities having an aggregate offering sale price of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto Parties agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Agent will be effected pursuant to the Registration Statement (as defined belowherein) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669231873), including a base prospectus, 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 the registration statement. The Company will furnish to the ManagerAgent, for use and as requested by the ManagerAgent, copies of the prospectus included as part of such the registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the registration statement, as amended when it became effectivefrom time to time or as supplemented, including all documents filed Incorporated Documents (as part thereof or incorporated by reference thereindefined herein), and including any information contained in a Prospectus (as defined belowherein) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via pursuant to XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXXas defined herein).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669224701), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (other than in connection the “Alternative Distribution Agreements”), of even date herewith, with any opinion given by counsel in Section 7 hereofeach of Xxxxx Fargo Securities, which hereby expressly excludes any copy filed via XXXXXLLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (together, the “Alternative 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. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to sell, in the Managermanner contemplated by this Agreement, acting as agent and/or principalshares (the “Securities”) of the Company’s common stock, Securities par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $750,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a shelf registration statement on Form S-3 (File No. 333-183669)238729) on May 27, 2020 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, was 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 ManagerManager or the Forward Seller, as applicable, for use by the ManagerManager 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. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base 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) under of 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 via XXXXX 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 opinion given offering, sale or private placement of any Placement Securities by counsel the Manager or the Forward Seller outside of the United States. All references in Section 7 hereofthis Agreement 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, which hereby expressly excludes any copy filed via XXXXX).as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669201909), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith RBC Capital Markets, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to sell, in the Managermanner contemplated by this Agreement, acting as agent and/or principalshares (the “Securities”) of the Company’s common stock, Securities par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a shelf registration statement on Form S-3 (File No. 333-183669), 274724) 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, was 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 ManagerManager or the Forward Seller, as applicable, for use by the ManagerManager 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. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base 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) under of 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 via XXXXX 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 opinion given offering, sale or private placement of any Placement Securities by counsel the Manager or the Forward Seller outside of the United States. All references in Section 7 hereofthis Agreement 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, which hereby expressly excludes any copy filed via XXXXX).as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities common stock, $0.001 par value per share (the “Common Shares”), having an aggregate offering price amount of up to $150,000,000 (the “Securities”). The maximum amount of Securities that the Placement Agent may sell pursuant to this Agreement as set forth in the immediately preceding sentence is also referred to herein as the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price amount of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669230416), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended at such times when it such registration statement became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company becomes a Well-Known Seasoned Issuer and desires to file an automatic shelf registration statement on Form S-3 (“WKSI Shelf”) for, among other things, the purpose of the sale of Securities hereunder and is able to make the representations set forth in connection Exhibit H at any time after the filing of a WKSI Shelf registering the sale of Securities hereunder when the Company is required to make such representations pursuant to Section 7(o), the Company shall file a new registration statement (a WKSI Shelf or other appropriate shelf registration statement) with respect to any opinion given additional Securities necessary to complete the sale of the Maximum Amount and shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such new registration statement and the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by counsel reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Securities or such other relevant action that occurred prior to the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-230416), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein. In the event such new registration statement is a WKSI Shelf, the Company hereby agrees that it will make the representations, warranties and agreements set forth in Exhibit H to the Placement Agent at the same time or times that the Company makes any of the representations, warranties or agreements set forth in Section 7 hereof5. The Company has also entered into separate equity distribution agreements (collectively, which hereby expressly excludes any copy filed via XXXXXthe “Alternative Distribution Agreements”), dated as of even date herewith, with the parties listed on Appendix A attached hereto (collectively, the “Alternative Placement Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Placement Agents. The aggregate amount of Common Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting US-DOCS\98830056.6 or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669222876), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 as amended, each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith RBC Capital Markets, LLC, Mizuho Securities USA LLC, Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement, the Alternative Distribution Agreements and the Original Equity Distribution Agreement referred to therein shall not exceed the Maximum Amount. As of the date hereof, Securities having an aggregate gross sales price of $176,188,661 remain available for offer and sale under this Agreement and the Alternative Distribution Agreements. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669201909), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 6,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Shares”) of the Manager will purchase any Securities on a principal basisCompany’s Class A common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SecuritiesShares. The Transaction Entities hereby reserve the right to issue and sell securities other than through or Company has also entered into a separate equity distribution agreement with respect to the Manager during the term of this Agreement subject Shares (each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the notice provision contained in Section 7(k) hereinShares into which the Company may enter, the “Alternative Equity Distribution Agreements”), each dated as of even date herewith, with each of JMP Securities LLC, FBR Capital Markets & Co. and JonesTrading Institutional Services LLC (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”). The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669215384), including a base prospectus, relating to certain securities, 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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 via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 31,302,700 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall not have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669253606), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to sell, in the Managermanner contemplated by this Agreement, acting as agent and/or principalshares (the “Securities”) of the Company’s common stock, Securities par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $225,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a shelf registration statement on Form S-3 (File No. 333-183669236876), 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, became effective upon filing with 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 ManagerManager or the Forward Seller, as applicable, for use by the ManagerManager 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. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto initially became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base 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) under of 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 via XXXXX 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 opinion given offering, sale or private placement of any Placement Securities by counsel the Manager or the Forward Seller outside of the United States. All references in Section 7 hereofthis Agreement 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, which hereby expressly excludes any copy filed via XXXXX).as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerBaird, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) having an aggregate offering sale price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Manager Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Baird will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Baird as principal it will enter into a separate written agreement in form and substance satisfactory to both the right to issue Company and sell securities other than through or to Baird containing the Manager during the term terms and conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669182667), 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 ManagerBaird, for use by the ManagerBaird, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement”, as of any time, means such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B under of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of 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 incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into five (other than 5) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) each dated as of June 19, 2013, with Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., JMP Securities LLC, Ladenburg Xxxxxxxx & Co. Inc., and Xxxxxxxxxx Securities, Inc., respectively (each, an “Alternative Placement Agent” and together with Baird, the “Placement 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. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX)form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 10,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669157749), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate offering sales price of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase$100,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669194775), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (other than in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerRBC, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $150,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager RBC will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager RBC covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager RBC shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager RBC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669179411), 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 ManagerRBC, for use by the ManagerRBC, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into three separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith Xxxxxxxxx LLC, KeyBanc Capital Markets Inc. and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price amount of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase$40,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue its Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SecuritiesStatement. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have Company has previously 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 a registration statement on Form S-3 (File No. 333-183669230275), including a base prospectus, prospectus relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Commission declared the registration statement effective on May 10, 2019. The Company shall file an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) (the “Rule 462(b) Registration Statement”). 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 Upon the Placement Agent’s request, the Company will furnish to the ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effectiveamended, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities ActAct (including the Rule 462(b) Registration Statement), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base 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 base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxxxx Xxxxx, acting as agent and/or principal, Securities shares (the “Securities”) of the Company's common shares of beneficial interest, $.01 par value per share (the “Common Shares”), having an aggregate offering price of up to $75,000,000.00 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669158081), 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 ManagerXxxxxxx Xxxxx, for use by the ManagerXxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).Commission

Description of Securities. Each of the Transaction Entities Company, the Adviser and the Administrator agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerUBS Securities, acting as agent and/or principal, Securities shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000.00 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the “Securities”) shall be the sole responsibility of the Company, and the Manager UBS Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager UBS Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 N-2 (File No. 333-183669193308), 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 ManagerUBS Securities, for use by the ManagerUBS Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it most recently became effective, including all documents filed as part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under 430C of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, prospectus 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) 497 under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statementbase prospectus, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 497, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission via XXXXX pursuant to XXXXX. A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Investment Company Act of 1940 filed pursuant to Section 54(a) of the Investment Company Act of 1940, as amended (other than in connection File No. 814-00794) (the “Notification of Election”), was filed with any opinion given the Commission on April 12, 2010 under the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (collectively, the “Investment Company Act”). The Company has entered into an Investment Advisory Agreement, dated as of April 14, 2010 and most recently amended and restated as of August 5, 2014 (as most recently re-approved by counsel in Section 7 hereofthe board of directors of the Company at a meeting on May 11, which hereby expressly excludes any copy filed via XXXXX2015, the “Investment Advisory Agreement”), with the Adviser. The Company has entered into an Administration Agreement, dated as of April 14, 2010 (as most recently re-approved by the board of directors of the Company at a meeting on May 11, 2015, the “Administration Agreement”), with GC Service Company, LLC, a Delaware limited liability company (“GC Service”). The Administration Agreement was assigned by GC Service to the Administrator pursuant to an Assignment Agreement, dated as of February 5, 2013, by and between the Administrator and GC Service, as consented to by the Company.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerBaird, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) having an aggregate offering sale price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Manager Baird shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Baird will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Baird as principal it will enter into a separate written agreement in form and substance satisfactory to both the right to issue Company and sell securities other than through or to Baird containing the Manager during the term terms and conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669203727), 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 ManagerBaird, for use by the ManagerBaird, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).The

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerSales Agents, acting as agent agents and/or principalprincipals, Securities shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $300,000,000 (the “Maximum Amount”). The Company agrees that if it determines that foregoing shares being herein called the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “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 offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the 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 Transaction Entities hereby reserve obligations of the right to issue and sell securities other than through or to the Manager during the term of Sales Agents under this Agreement subject to the notice provision contained in Section 7(k) hereinshall be several and not joint. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-183669202388), 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 automatic shelf registration statement. The Company will shall furnish to the ManagerSales Agents, for use by the ManagerSales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other than in connection with any opinion given by counsel in Section 7 hereoffinancial institutions (collectively, which hereby expressly excludes any copy filed via XXXXXthe “Alternative 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669160009), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669203999), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company has also entered into a separate equity distribution agreement (other than in connection the “Alternative Distribution Agreement”), of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxxxx Lynch, which hereby expressly excludes any copy filed via XXXXXPierce, Xxxxxx & Xxxxx Incorporated (the “Alternative Agent”). 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerLadenburg, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) having an aggregate offering sale price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Manager Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Ladenburg will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Ladenburg as principal it will enter into a separate written agreement in form and substance satisfactory to both the right to issue Company and sell securities other than through or to Ladenburg containing the Manager during the term terms and conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669203727), 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 ManagerLadenburg, for use by the ManagerLadenburg, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement”, as of any time, means such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B under of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of 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 incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into five (other than in connection with any opinion given by counsel in Section 7 5) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., JMP Securities LLC, Xxxxxx X. Xxxxx & Co. Incorporated and Xxxxxxxxxx Securities, Inc., respectively (each, an “Alternative Placement Agent” and together with Ladenburg, the “Placement 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. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669201909), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith RBC Capital Markets, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, KeyBanc Capital Markets Inc and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to either of the ManagerPlacement Agents, severally and not jointly, acting as agent and/or principal, Securities having an aggregate offering price of up to $100,000,000 (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Manager Placement Agents shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve Company agrees that the right Placement Agents shall be under no obligation to issue purchase Securities on a principal basis pursuant to this Agreement, except as otherwise agreed by such Placement Agent in a separate written agreement containing the terms and sell securities other than through or to the Manager during the term conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669232742), 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 ManagerPlacement Agents, for use by the ManagerPlacement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to each Issuer Free Writing Prospectus, if any, issued prior to any Applicable Time (as defined below), the most recent Prospectus filed with the Commission in accordance with Section 7(a), 7(e) or 7(o) hereof that is distributed to investors prior to any Applicable Time and the number of this AgreementSecurities and the offering price per share of Common Stock, all considered together, is herein called the “General Disclosure Package.” Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to sell, in the Managermanner contemplated by this Agreement, acting as agent and/or principalshares (the “Securities”) of the Company’s common stock, Securities par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a shelf registration statement on Form S-3 (File No. 333-183669), 251057) 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, was 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 ManagerManager or the Forward Seller, as applicable, for use by the ManagerManager 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. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at base prospectus included in the time it originally became effective is herein called the “Original Registration Statement.” The base 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) under of 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 via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX; 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 opinion given offering, sale or private placement of any Placement Securities by counsel the Manager or the Forward Seller outside of the United States. All references in Section 7 hereofthis Agreement 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, which hereby expressly excludes any copy filed via XXXXX).as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxxxx Xxxxx, acting as agent and/or principal, Securities shares (the "Securities”) of the Company’s common shares of beneficial interest, $.01 par value per share (the “Common Shares”), having an aggregate offering price of up to $50,000,000.00 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669158081), 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 ManagerXxxxxxx Xxxxx, for use by the ManagerXxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (other than in connection the “Alternative Distribution Agreement”), dated as of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxx Fargo Securities, which hereby expressly excludes any copy filed via XXXXXLLC (the “Alternative Manager”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 4,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.001 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the any Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669189995), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669201909), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith RBC Capital Markets, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, KeyBanc Capital Markets Inc and Xxxxxx Xxxxxxx & Co. LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to Issuances and/or by way of Forwards, in the Manager, acting as agent and/or principalmanner contemplated by this Agreement, Securities collectively having an aggregate offering sale price of up to $300,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Agents, the Forward Sellers and the Forward Purchasers shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Agents and the Forward Sellers will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 register the Securities. The Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to an Agent, as principal, it shall enter into a separate written agreement with such Agent containing the right terms and conditions of such sale (each, a “Terms Agreement”). References to issue and sell securities other than through “this Agreement” or to the Manager during the term matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement subject to the notice provision contained in Section 7(k) hereinand any applicable Terms Agreement. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669269994), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will shall furnish to the ManagerAgents, the Forward Sellers and the Forward Purchasers for use by the ManagerAgents, the Forward Sellers and the Forward Purchasers, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement”, as of any time, means such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B under of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” The 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 it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that the Manager Placement Agent will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager Placement Agent covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 S-3ASR (File No. 333-183669201909), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Transaction Entities have also entered into four separate equity distribution agreements (other than in connection with any opinion given by counsel in Section 7 each, an “Alternative Distribution Agreement”), each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, KeyBanc Capital Markets Inc., Xxxxxx Xxxxxxx & Co. LLC and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such purchase.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 6,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669167303), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerXxxxx Fargo Securities, acting as agent and/or principal, Securities shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering sale price of up to $30,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the right to issue terms and sell securities other than through or to the Manager during the term conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669218300 238995), 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”) foreign, now pending, or, to the base prospectus included as part of such registration statement. The Company will furnish to the Manager, for use by the Manager, copies knowledge of the prospectus included as part Company, threatened, against or affecting the Company or any of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed its subsidiaries which is required to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included disclosed 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than as disclosed therein), or which might reasonably be expected to result in connection with a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the properties or assets thereof or the consummation of the transactions contemplated in this Agreement or the performance by the Company of its obligations under this Agreement; the aggregate of all pending legal or governmental proceedings to which the Company or any opinion given by counsel of its subsidiaries is a party or of which any of their respective property or assets is the subject which are not described in Section 7 hereofthe Registration Statement and the Prospectus, which hereby expressly excludes any copy filed via XXXXX)including ordinary routine litigation incidental to the business, would not reasonably be expected to result in a Material Adverse Effect.

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $400,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669203999), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (other than in connection the “Alternative Distribution Agreements”), of even date herewith, with any opinion given by counsel in Section 7 hereofeach of Xxxxxxx Lynch, which hereby expressly excludes any copy filed via XXXXXPierce, Xxxxxx & Xxxxx Incorporated and Citigroup Global Markets Inc. (together, the “Alternative 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the Managera Distribution Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock (the “Common Shares”), having an aggregate offering price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Distribution Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager a Distribution Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669179778), 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 ManagerDistribution Agents, for use by the ManagerDistribution Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX)EXXXX.

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerSales Agents, acting as agent agents and/or principalprincipals, Securities shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $300,000,000 (the “Maximum Amount”). The Company agrees that if it determines that foregoing shares being herein called the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “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 offering sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the 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 Transaction Entities hereby reserve obligations of the right to issue and sell securities other than through or to the Manager during the term of Sales Agents under this Agreement subject to the notice provision contained in Section 7(k) hereinshall be several and not joint. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-183669185668), 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 automatic shelf registration statement. The Company will shall furnish to the ManagerSales Agents, for use by the ManagerSales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other than in connection with any opinion given by counsel in Section 7 hereoffinancial institutions (collectively, which hereby expressly excludes any copy filed via XXXXXthe “Alternative 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669181236), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company has also entered into a separate equity distribution agreement (other than in connection the “Alternative Distribution Agreement”), of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxxxx Lynch, which hereby expressly excludes any copy filed via XXXXXPierce, Xxxxxx & Xxxxx Incorporated (the “Alternative Agent”). 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. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerLadenburg, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common shares of beneficial interest, par value $0.001 per share (the “Common Shares”) having an aggregate offering sale price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Securities issued and sold under this Agreement or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Manager Ladenburg shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Ladenburg will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve Company agrees that whenever it determines to sell Securities directly to Ladenburg as principal it will enter into a separate written agreement in form and substance satisfactory to both the right to issue Company and sell securities other than through or to Ladenburg containing the Manager during the term terms and conditions of this Agreement subject to the notice provision contained in Section 7(k) hereinsuch sale. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669182667), 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 ManagerLadenburg, for use by the ManagerLadenburg, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requiresThe “Registration Statement”, as of any time, means such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424(b) Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B under of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” The without reference to a time means such registration statement as amended by any post-effective amendments thereto as of 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 incorporated or deemed to be incorporated by reference therein at such time it originally became effective is herein called pursuant to Item 12 of Form S-3 under the “Original Registration Statement.” Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX pursuant to XXXXX. The Company and the Operating Partnership have also entered into four (other than in connection with any opinion given by counsel in Section 7 4) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) each dated as of the date hereof, which hereby expressly excludes any copy filed via XXXXXwith Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., JMP Securities LLC and Xxxxxxxxxx Securities, Inc., respectively (each, an “Alternative Placement Agent” and together with Ladenburg, the “Placement 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. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the Manager, acting as agent and/or principal, Securities having an aggregate offering price of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective 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 Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669206646), 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 Manager, for use by the Manager, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerXxxxx Fargo Securities, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sales price of up to $50,000,000 (the “Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) under the Securities and Exchange Commission (the “Commission”)Act of 1933, as amended, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669174906), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo Securities, for use by the ManagerXxxxx Fargo Securities, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission via XXXXX pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via “XXXXX”).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or principal, Securities its common shares of beneficial interest, par value $.01 per share (the “Common Shares”), having an aggregate offering price of up to $300,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount. The Company agrees that if it determines that , shall be referred to herein as the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase. “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669181236), including a base prospectus, relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerMLV, acting as agent and/or and/or, at the option of the Company, principal, Securities having an aggregate offering price of up to 4,000,000 shares (the “Maximum Amount. The Company agrees that if it determines that ” or the Manager will purchase any Securities on a principal basis“Securities”) of the Company’s 7.25% Series B Cumulative Redeemable Preferred Stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $.01 per share (the Company and the Manager covering such purchase“Series B 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 offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager MLV shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager MLV will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by the Securities and Exchange Commission (the “Commission”)on May 2, 2012, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities Company hereby reserve reserves the right to issue and sell securities securities, including Series B Preferred Stock, other than through or to the Manager MLV during the term of this Agreement subject to the notice provision contained in Section 7(k) hereinAgreement. The Transaction Entities have filed, in accordance Company has filed with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder Exchange Commission (collectively, the “Securities ActCommission”), with the Commission ) a shelf registration statement on Form S-3 (File No. 333-183669179956), including a base prospectus, relating to covering the registration of the offer and sale of certain securities, including the Securities, under the Securities to be issued from time to time by Act of 1933, as amended (the Company“1933 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 amendedamended (the “1934 Act”), and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act1934 Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement, which prospectus supplement specifically relates to the Securities (the “Prospectus Supplement”). The Company will furnish to the ManagerMLV, for use by the ManagerMLV, copies (which may be in electronic form) of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to paragraph (b) of Rule 424 (“Rule 424(b)”) of the rules and regulations of the Commission under the Securities 1933 Act (the “1933 Act Regulations”) or deemed to be a part of such registration statement pursuant to Rule 430B under (“Rule 430B”) of the Securities Act1933 Act Regulations (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by referencereference pursuant to Item 12 of Form S-3 under the 1933 Act, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” 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 thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at such time, 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 thereintherein pursuant to Item 12 of Form S-3 under the 0000 Xxx. 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 via XXXXX pursuant to its Electronic Data Gathering and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other than information that is “contained,” “included” or “stated” in connection with any opinion given the Registration Statement 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 that is incorporated by counsel reference in Section 7 hereofor otherwise deemed by the 1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, which hereby expressly excludes any copy filed via XXXXX)as the case may be.

Description of Securities. Each of the Transaction Entities Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through or to the ManagerXxxxx Fargo, acting as agent and/or and/or, at the option of the Company, principal, Securities having an aggregate offering price of up to 7,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s Class A Common Stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $.01 per share (the Company and the Manager covering such purchase“Common 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 offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by the Securities and Exchange Commission upon filing under Rule 462(e) (the “Commission”as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities Company hereby reserve reserves the right to issue and sell securities other than through or to the Manager Xxxxx Fargo during the term of this Agreement subject to the notice provision contained in Section 7(k) hereinAgreement. The Transaction Entities have 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 a (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-183669150341-01), 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, 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 ManagerXxxxx Fargo, for use by the ManagerXxxxx Fargo, copies (which may be electronic form) of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” 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 via pursuant to XXXXX (other than in connection as defined below). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with any opinion given by counsel in Section 7 hereofXxxxxxx Lynch, which hereby expressly excludes any copy filed via XXXXXPierce, Xxxxxx & Xxxxx Incorporated and KeyBanc Capital Markets Inc. (each, an “Alternative Manager”). The aggregate number of Securities that may be sold from time to time pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed 7,000,000 shares of Common Stock (the “Maximum Amount”).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities shares (the “Securities”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price amount of up to the Maximum Amount. The Company agrees that if it determines that the Manager will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and the Manager covering such purchase$13,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue its Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SecuritiesStatement. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have filedCompany shall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form S-3 (File No. 333-183669)S-3, including a base prospectus, prospectus relating to certain securities, including the Securities Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared an equity distribution prospectus specifically relating to the Securities (the “Equity Distribution Prospectus”) that will be included as part of such registration statement. The Company will, if necessary, prepare a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Upon the Placement Agent’s request, the Company will furnish to the ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus Equity Distribution Prospectus included as part of such registration statement, as supplemented by the statement and any Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became becomes effective, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, and the Equity Distribution Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the any Prospectus Supplement, in the form in which such prospectus base prospectus, Equity Distribution Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Act, together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 35,000,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall not have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669223311), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).

Description of Securities. Each of the Transaction Entities The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the ManagerPlacement Agent, acting as agent and/or principal, Securities having an aggregate offering price of up to 7,500,000 shares (the Maximum Amount. The Company agrees that if it determines that “Securities”) of the Manager will purchase any Securities on a principal basisCompany’s common stock, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both par value $0.01 per share (the Company and the Manager covering such purchase“Common Stock”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Manager Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Manager during the term of this Agreement subject to the notice provision contained in Section 7(k) herein. The Transaction Entities have 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 a registration statement on Form S-3 (File No. 333-183669189532), 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 ManagerPlacement Agent, for use by the ManagerPlacement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, 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) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of this Agreementlike import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission via XXXXX 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 in connection any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any the Commission) shall be deemed to include the copy thereof filed via with the Commission pursuant to XXXXX).