Common use of Description of Shares Clause in Contracts

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales 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 offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX.

Description of Shares. The Company agrees thathas authorized and proposes to issue and sell, from time to time during in the term of manner contemplated by this Agreement, on shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) upon the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511217081) (the “Original Registration Statement”), including a base prospectus, relating to the Common Stockcertain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, Statement specifically relating to the SharesShares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called Act (the “Registration Statement.” Rule 430B Information”). The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original 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 497 424(b) under the Securities Act is herein called the “Prospectus.” The Shares having an aggregate sales price of up to the amount provided in the Prospectus shall be referred to as the Maximum Amount (the “Maximum Amount”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or supplement thereto “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 has been is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States. Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement. The Company and the Partnership have previously entered into other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) with other parties (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (together with the Separate Agents, the “Alternative Agents”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, with respect to this Agreement, through Issuances, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager 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) (“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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent, for use by the Sales Manager, Agent copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares (as defined in the Separate Distribution Agreements)), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees thathas authorized and proposes to issue and sell, from time to time during in the term of manner contemplated by this Agreement, on shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), having an aggregate sale price of up to $500,000,000 (the “Maximum Amount”), upon the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511217081) (the “Original Registration Statement”), including a base prospectus, relating to the Common Stockcertain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, Statement specifically relating to the SharesShares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called Act (the “Registration Statement.” Rule 430B Information”). The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or supplement thereto “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 has been is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States. Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement. The Company and the Partnership have also entered into seven other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) dated as of even date herewith, with (1) [•], (2) [•], (3) [•], (4) [•], (5) [•], (6) [•] and (7) [•] (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and, together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Agents” and together with the Separate Agents, the “Alternative Agents”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, MUFG Securities Americas Inc., Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, Scotia Capital (USA) Inc., Fifth Third Securities, Inc. and Credit Agricole Securities (USA) Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s Common Stock. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Sales Notice (as defined below) ), the parties hereto agree that compliance with the limitations set forth in this Section 1 Agreement on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliancecompliance other than with regard to following and adhering to the written instructions and limitations imposed by the Company. The issuance and sale of the Securities Shares through the Sales 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 offer, sell or issue the SecuritiesShares pursuant to the Registration Statement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File NoNos. 333-203511224509 and 811-22684), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement, which Prospectus Supplement shall cover the maximum number of Shares on the date hereof permitted under the limitation, as applicable, that the aggregate market value of securities that the Company may offer under the Registration Statement shall not exceed one third of the aggregate market value of voting and non-voting common equity held by persons who are not affiliates of the Company in any twelve (12) month period, as determined under Commission guidance. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXXEXXXX.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales 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 offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511)N-2, including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales 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 offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511187447), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared deemed immediately effective upon filing 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 Company has also entered into equity distribution agreements in substantially similar form to this Agreement, dated as of the date hereof, with [Name of Other Sales Manager] (the “[Name of Other Sales Manager] Agreement”). The aggregate number of Shares that may be sold collectively pursuant to this Agreement and [Name of Other Sales Manager] Agreement shall not exceed the number of the Shares then collectively authorized for sale hereunder and thereunder by the Company’s Board of Directors and registered under the Securities Act (as defined below) pursuant to the Registration Statement (as defined below). The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511)N-2, including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 424 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the Small Business Credit Availability Act or the rules of the Commission promulgated thereunder or otherwise.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Co. LLC, BofA Securities, Inc., Xxxxxxxxx LLC, Scotia Capital (USA) Inc. and Fifth Third Securities, Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees thathas authorized and proposes to issue and sell, from time to time during in the term of manner contemplated by this Agreement, on Shares (as defined below) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate Sales Price (as defined below) of up to $1,000,000,000 (the “Maximum Amount”), upon the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462 of the rules and regulations of the Commission under the Securities Act (as defined below), 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 Company agrees that whenever it determines to sell Shares directly to an Agent, as principal, it will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations thereunder (collectively, the “Securities Act Rules and RegulationsAct”), with the Commission a an automatic shelf registration statement on Form N-2 S-3, as amended (File No. 333-203511213765) (the “Original Registration Statement”), including a base prospectus, relating to the Common Stockcertain securities, including the 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 Shares (the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date, in each case, as amended when it became or becomes effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such registration statement thereof pursuant to Rule 430C of 430B under the Securities Act, is herein called Act (the “Registration Statement.” Rule 430B Information”). The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or supplement thereto “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 has been is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (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.. The Agents have been appointed by the Company as its agents to sell the Issuance Shares and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Sellers have been appointed by the Company and the Forward Purchasers as agents to sell the Forward Hedge Shares and agree with the Company and the Forward Purchasers to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Forward Hedge Shares. The aggregate Sales Price of the Shares that may be sold pursuant to this Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate Sales Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Agents, the Forward Sellers or the Forward Purchasers shall have any obligation in connection with such compliance. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp. and Bank of Montreal, Bank of America, N.A. and BofA Securities, Inc., Credit Agricole Securities (USA) Inc. and Crédit Agricole Corporate and Investment Bank, Fifth Third Securities, Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, Scotia Capital (USA) Inc. and The Bank of Nova Scotia, Truist Securities, Inc. and Truist Bank, and Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting Shares (as agent and/or principal, the Shares defined in Section 2) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate Sales Price (as defined in Section 2) of up to $1,000,000,000 (the “Maximum Amount”) may be offered and sold. 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 on regarding the number and aggregate Sales Price of the Shares to be issued offered and sold under this Agreement shall be the sole responsibility of the Company, and none of the Sales Manager Agents, the Forward Sellers or the Forward Purchasers shall have no any obligation in connection with such compliance. The issuance offer and sale of the Securities through the Sales Manager Shares 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 offer, sell or issue the SecuritiesShares. The Company agrees that, whenever it determines to sell Shares directly to an Agent as principal, the Company will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations thereunder (collectively, the “Securities Act Rules and RegulationsAct”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511270060), including a base prospectus, relating to the Common Stockcertain securities, including the Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch registration statement. The Company will furnish to the Sales ManagerAgents and the Forward Sellers, for use by the Sales ManagerAgents and the Forward Sellers, by email or other electronic transmission, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effectivesuch registration statement, including all documents filed as part thereofincorporated 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 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called the “Registration Statement.” ”. The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference 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 497 424(b) under the Securities Act Act, is herein called the “Prospectus.”. Any reference herein to the Registration Statement or the Prospectus or any amendment or supplement 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 and Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”).

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511202388), including a base prospectus, relating to the Common Stockcertain securities, including the 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and MUFG Securities Americas Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. HTA Acquisition Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Operating Partnership (“HTA Acquisition Sub”), has entered into agreements of purchase and sale (the “Duke Purchase Agreements”) with Duke Realty Limited Partnership, an Indiana limited partnership (“Duke Realty LP”), and Duke Construction Limited Partnership, an Indiana limited partnership (“Duke Construction LP” and, collectively with Duke Realty LP, the “Duke Sellers”). The Duke Purchase Agreements provide that (i) the Duke Sellers are engaged in the business of providing construction, development, leasing and property management services to their clients in the healthcare industry, including hospital systems and medical offices (the “Duke Platform”), and (ii) the applicable Duke Sellers are the owners or lessees of the land and the owners of buildings and other improvements situated on such land, constituting the properties listed opposite their names on Schedule A to the Duke Purchase Agreements (individually, a “Duke Property” and, collectively, the “Duke Properties”). The Duke Properties, together with the Asset-Related Property (as defined in the Duke Purchase Agreements) with respect to each Duke Property, shall be referred to herein, collectively, as the “Duke Assets.” Pursuant to the terms of the Duke Purchase Agreements, HTA Acquisition Sub agreed to acquire the Duke Platform and the Duke Assets and HTA Acquisition Sub’s rights under the Duke Purchase Agreements were subsequently assigned to various wholly-owned subsidiaries of the Operating Partnership (such subsidiaries of the Operating Partnership together with HTA Acquisition Sub, the “Duke Buyers”).

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511220483), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, and Scotia Capital (USA) Inc. and The Bank of Nova Scotia. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared deemed immediately effective upon filing by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511)N-2, including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXXEXXXX, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the Small Business Credit Availability Act or the rules of the Commission promulgated thereunder or otherwise.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared deemed immediately effective upon filing by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has also entered into an equity distribution agreement in substantially similar form to this Agreement (the “Xxxxxxxxx Agreement”) dated as of the date hereof, with Xxxxxxxxx LLC. The aggregate number of Shares that may be sold collectively pursuant to this Agreement and the Xxxxxxxxx Agreement shall not exceed 17,500,000. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511)N-2, including a Table of Contents base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 424 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the Small Business Credit Availability Act or the rules of the Commission promulgated thereunder or otherwise.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting Shares (as agent and/or principal, the Shares defined in Section 2) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate Sales Price (as defined in Section 2) of up to $500,000,000 (the “Maximum Amount”). 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 on regarding the number and aggregate Sales Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Sales Manager Agents, the Forward Sellers or the Forward Purchasers shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares 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 offer, sell or issue the SecuritiesShares. The Company agrees that, whenever it determines to sell Shares directly to an Agent as principal, the Company will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations thereunder (collectively, the “Securities Act Rules and RegulationsAct”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511236742), including a base prospectus, relating to the Common Stockcertain securities, including the Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch registration statement. The Company will furnish to the Sales ManagerAgents and the Forward Sellers, for use by the Sales ManagerAgents and the Forward Sellers, by email or other electronic transmission, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effectivesuch registration statement, including all documents filed as part thereofincorporated 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 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called the “Registration Statement.” ”. The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference 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 497 424(b) under the Securities Act Act, is herein called the “Prospectus.”. Any reference herein to the Registration Statement or the Prospectus or any amendment or supplement 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 and Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”).

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting Shares (as agent and/or principal, the Shares defined in Section 2) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate Sales Price (as defined in Section 2) of up to $250,000,000 (the “Maximum Amount”). 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 on regarding the number and aggregate Sales Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Sales Manager Agents, the Forward Sellers or the Forward Purchasers shall have no any obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares 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 offer, sell or issue the SecuritiesShares. The Company agrees that, whenever it determines to sell Shares directly to an Agent as principal, the Company will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations thereunder (collectively, the “Securities Act Rules and RegulationsAct”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511216355), including a base prospectus, relating to the Common Stockcertain securities, including the Shares 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch registration statement. The Company will furnish to the Sales ManagerAgents and the Forward Sellers, for use by the Sales ManagerAgents and the Forward Sellers, by email or other electronic transmission, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, Supplement relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effectivesuch registration statement, including all documents filed as part thereofincorporated 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 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called the “Registration Statement.” ”. The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference 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 497 424(b) under the Securities Act Act, is herein called the “Prospectus.”. Any reference herein to the Registration Statement or the Prospectus or any amendment or supplement 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 and Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”).

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, and Xxxxxx Xxxxxxx & Co. LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees thathas authorized and proposes to issue and sell, from time to time during in the term of manner contemplated by this Agreement, on Shares (as defined below) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) having an aggregate Sales Price (as defined below) of up to $1,500,000,000 (the “Maximum Amount”), upon the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462 of the rules and regulations of the Commission under the Securities Act (as defined below), 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 Company agrees that whenever it determines to sell Shares directly to an Agent, as principal, it will enter into a separate written agreement with such Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) amended, and the rules and regulations thereunder (collectively, the “Securities Act Rules and RegulationsAct”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511233896) (the “Original Registration Statement”), including a base prospectus, relating to the Common Stockcertain securities, including the 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 Shares (the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date, in each case, as amended when it became or becomes effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such registration statement thereof pursuant to Rule 430C of 430B under the Securities Act, is herein called Act (the “Registration Statement.” Rule 430B Information”). The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or supplement thereto “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 has been is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act (“Rule 433”), are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.. The Agents have been appointed by the Company as its agents to sell the Issuance Shares and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Sellers have been appointed by the Company and the Forward Purchasers as agents to sell the Forward Hedge Shares and agree with the Company and the Forward Purchasers to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Forward Hedge Shares. The aggregate Sales Price of the Shares that may be sold pursuant to this Agreement shall not exceed the Maximum Amount. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate Sales Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Agents, the Forward Sellers or the Forward Purchasers shall have any obligation in connection with such compliance. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Co. LLC, BofA Securities, Inc., Xxxxxxxxx LLC, Fifth Third Securities, Inc. and Credit Agricole Securities (USA) Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales 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 offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511212436), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXXEXXXX.

Description of Shares. The Company agrees thatproposes to issue and sell through or to the Managers, each acting as agent or principal, shares of its Class A Common Stock, par value $0.01 per share (“Common Stock”), having an aggregate gross sales price of up to $300,000,000 (the “Shares”) from time to time during the term of this Agreement, Agreement and on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 Section 3 of this Section 1 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such complianceAgreement. The issuance Company agrees that whenever it determines to sell Shares directly to any Manager as principal it will enter into a separate written agreement, in form and sale of the Securities through the Sales Manager will be effected pursuant substance satisfactory to the Registration Statement (as defined below) filed by the Company and declared effective by such Manager, containing the Securities terms and Exchange Commission conditions of such sale with such Manager (the a “CommissionTerms Agreement”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-203511210044), including a base prospectus, relating to the Common Stock, including the 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 with the Commission 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch registration statement. The Company will furnish to the Sales ManagerManagers, for use by the Sales ManagerManagers, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the context otherwise requiresexhibits and any schedules thereto at such time, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 497 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 430C of the Securities Act430B; provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Any reference to the term “Registration Statement” shall be deemed to include any Rule 462(b) Registration Statement. The base prospectus 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 or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to XXXXX.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, Shares collectively having an aggregate Sales Manager, acting as agent and/or principal, Price of up to $250,000,000 (the Shares of the Company’s Common Stock“Maximum Amount”). 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 on regarding the number aggregate sale price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales 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 Shares through the Sales Manager Agents and the Forward Sellers 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 offeroffer and sell the Shares. The Company agrees that whenever it determines to sell Shares directly to an Agent as principal, sell or issue it will enter into a separate written agreement with such Agent containing the Securitiesterms and conditions of such sale (such an agreement, a “Terms Agreement”). The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and RegulationsCommission”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511266885), including a base prospectus, relating to the Common Stockcertain securities, including the 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 Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgents, the Forward Sellers and the Forward Purchasers for use by the Sales ManagerAgents, the Forward Sellers and the Forward Purchasers copies of the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the context otherwise requiresexhibits and any schedules thereto at such time, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission incorporated or deemed to be incorporated by reference therein at such time pursuant to Rule 497 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 430C 430B of the Securities ActAct (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus 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 497 under the Securities Act 424(b) 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 and Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to XXXXX.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, with respect to this Agreement, through Issuances, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager 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) (“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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent, for use by the Sales ManagerAgent, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares (as defined in the Separate Distribution Agreements)), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees thathas authorized and proposes to issue and sell, from time to time during in the term of manner contemplated by this Agreement, on shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), up to an aggregate amount of 8,500,000 shares of Common Stock (the “Maximum Amount”) upon the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective by 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 offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-203511209885) (the “Original Registration Statement”), including a base prospectus, relating to the Common Stockcertain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, Statement specifically relating to the SharesShares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of 430B under the Securities Act, is herein called Act (the “Registration Statement.” Rule 430B Information”). The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to 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. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement thereto that has been to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX.; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States. Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement. The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) dated as of even date herewith, with [BB&T Capital Markets, a division of BB&T Securities, LLC, BMO Capital Markets Corp., Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Scotia Capital (USA) Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc. and Xxxxx Fargo Securities, LLC] (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and, together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Agents” and together with the Separate Agents, the “Alternative Agents”). In addition, the Company has entered into a Common Stock Purchase Agreement (the “Gazit Purchase Agreement”), dated as of even date herewith, with MGN America, LLC (the “Purchaser”), pursuant to which the Purchaser may elect to purchase up to 1,400,000 shares of Common Stock, with the actual number and purchase price for such shares to be based on the Issuance Shares sold pursuant to this Agreement and the Alternative Distribution Agreements. Neither the Agent nor any Alternative Agent will receive any commission or other compensation for the sale of the shares of Common Stock pursuant to the Gazit Purchase Agreement. The Company acknowledges and agrees with the Agent that as between the Company on the one hand and the Agent and each Alternative Agent on the other, the Company is the sole beneficiary of each sale of Common Stock pursuant to the Gazit Purchase Agreement and that neither the Agent nor any Alternative Agent has provided or will provide any services to the Company as to the structure or execution of any such sale. The aggregate number of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements, plus the aggregate number of shares of Common Stock sold under the Gazit Purchase Agreement, shall not exceed the Maximum Amount. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). Notwithstanding any other provision of this Agreement, the parties acknowledge that Fifth Third Securities, Inc. will not be acting as a Forward Purchaser or a Forward Seller. The Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement. The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Co. LLC, BofA Securities, Inc., Xxxxxxxxx LLC, Scotia Capital (USA) Inc. and Credit Agricole Securities (USA) Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through the Sales Manager will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared deemed immediately effective upon filing by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511)N-2, including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementa registration statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 or Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 or Rule 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX, and, when and if applicable, all documents incorporated or deemed to be incorporated therein by reference pursuant to the Small Business Credit Availability Act or the rules of the Commission promulgated thereunder or otherwise.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, MUFG Securities Americas Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, MUFG Securities Americas Inc. and Xxxxx Fargo Securities, LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Sales Manager, acting as agent and/or principal, the Shares of the Company’s 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 on the number of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”) ), and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a registration statement on Form N-2 (File No. 333-203511198362), including a base prospectus, relating to the Common Stock, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statement. The Company will furnish to the Sales Manager, for use by the Sales Manager, copies of the base prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statement, as amended when it became effective, including all documents filed as part thereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430C of the Securities Act, is herein called the “Registration Statement.” The base 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 497 under the Securities Act is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement and the Prospectus shall be deemed to include any amendment or supplement thereto that has been filed with the Commission pursuant to XXXXXEXXXX.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., Xxxxxxxxx LLC, MUFG Securities Americas Inc., Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxx Fargo Bank, National Association, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511253600), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp. and Bank of Montreal, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, Xxxxxx Xxxxxxx & Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511223172), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., X.X. Xxxxxx Securities LLC, MUFG Securities Americas Inc., Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500 million (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Manager, acting as agent and/or principal, Agent agrees to use commercially reasonable efforts to sell the Issuance Shares of offered by the Company’s Common StockCompany upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. 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 on 2 regarding the number of Shares and aggregate Sale Price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Manager Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through the Sales Manager Agent and the Forward Seller, as applicable, 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 offer, sell or issue the SecuritiesShares. The Company has filed, in accordance with the provisions of the Securities Act of 1933Act, as amended with the Securities and Exchange Commission (the “Securities ActCommission”) and the rules and regulations thereunder (the “Securities Act Rules and Regulations”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-203511236396), including a base prospectus, relating to the Common Stockcertain securities, including the 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of the Registration Statementsuch automatic shelf registration statement. The Company will shall furnish to the Sales ManagerAgent and the Forward Seller, for use by the Sales ManagerAgent and the Forward Seller, copies of the base prospectus included as part of the Registration Statementsuch registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, the Registration Statementsuch automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereofthereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 497 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430C of 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 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 497 424(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 and Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any amendment or supplement thereto that has been copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Co. LLC, BofA Securities, Inc., Scotia Capital (USA) Inc., Fifth Third Securities, Inc. and Credit Agricole Securities (USA) Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, each an “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.