Equity Distribution Agreement Sample Contracts

New York Mortgage Trust – New York Mortgage Trust, Inc. AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT (September 10th, 2018)

Reference is made to the Equity Distribution Agreement, dated August 10, 2017 (the Equity Distribution Agreement), between New York Mortgage Trust, Inc., a Maryland corporation (the Company), and Credit Suisse Securities (USA) LLC (the Placement Agent), pursuant to which the Company agreed to sell through the Placement Agent, acting as agent and/or principal, shares of the Companys common stock, par value $0.01 per share, having a maximum aggregate sales price of up to $100,000,000. All capitalized terms used in this Amendment No. 1 to the Equity Distribution Agreement between the Company and the Placement Agent (this Amendment) and not otherwise defined herein shall have the respective meanings assigned to them in the Equity Distribution Agreement. The Company and the Placement Agent agree as follows:

Omega Healthcare Investors, Inc. – Omega Healthcare Investors, Inc. Amendment No. 1 to Equity Distribution Agreement (September 7th, 2018)

Reference is made to the Equity Distribution Agreement, dated September 3, 2015 (the "Agreement") between [Manager Name] (the "Manager") and Omega Healthcare Investors, Inc., a Maryland corporation (the "Company"), pursuant to which the Company agreed to sell through the Manager (or any Alternative Manager (as defined in the Agreement)), as sales agent and/or principal, shares of the Company's common stock, par value $0.10 per share, having an aggregate gross sales price of up to $500,000,000. All capitalized terms used in this Amendment No. 1 to the Agreement (this "Amendment") and not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement. The Company and the Manager agree as follows:

XCEL ENERGY INC. (A Minnesota Corporation) COMMON STOCK (PAR VALUE $2.50 PER SHARE) EQUITY DISTRIBUTION AGREEMENT (September 5th, 2018)
Helios & Matheson North America Inc. – HELIOS AND MATHESON ANALYTICS INC. Equity Distribution AGREEMENT (August 14th, 2018)
Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)

Arlington Asset Investment Corp., a Virginia corporation (the Company), and JonesTrading Institutional Services LLC (the Placement Agent) are parties to that certain Equity Distribution Agreement dated as of February 22, 2017 (the Original Agreement). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties hereto, intending to be legally bound, hereby agree as follows:

Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Amendment No. 1 to Equity Distribution Agreement (August 10th, 2018)
Synalloy Corporation – SYNALLOY CORPORATION Up to $10,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (August 10th, 2018)
WELLTOWER INC. Shares of Common Stock (Par Value $1.00 Per Share) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT (August 3rd, 2018)
The Purpose of This Communication (This Master Confirmation) Is to Set Forth the Terms and Conditions of the Transactions to Be Entered Into From Time to Time Between [Dealer] (Dealer) and Welltower Inc. (Counterparty) in Accordance With the Terms of the Amended and Restated Equity Distribution Agreement, Dated as of August 3, 2018, Between Dealer and Counterparty on One or More Trade Dates Specified Herein (Collectively, the Transactions and Each, a Transaction). This Communication Constitutes a Confirmation as Referred to in the Agreement Specified Below. Each Transaction Will Be Evidenced b (August 3rd, 2018)
CMS ENERGY CORPORATION Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: August 1, 2018 (August 1st, 2018)
Cocrystal Pharma, Inc. – COCRYSTAL PHARMA, INC. Up to $10,000,000 of Shares of Common Stock EQUITY DISTRIBUTION AGREEMENT Dated: July 19, 2018 (July 20th, 2018)

EXHIBITS Exhibit A - Form of Proposed Placement Notice Exhibit B - Authorized Individuals for Placement Notices and Acceptances Exhibit C - Compensation Exhibit D - Issuer Free Writing Prospectus Exhibit E - Form of Opinion of Counsel to the Company Exhibit F - Form of Company Officers' Certificate Exhibit G - Information Provided by Sales Agents and QIU

JBG SMITH Properties – JBG SMITH Properties Common Shares ($0.01 Par Value) EQUITY DISTRIBUTION AGREEMENT (July 2nd, 2018)
Ellington Financial LLC – Equity Distribution Agreement (June 29th, 2018)

Ellington Financial LLC, a Delaware limited liability company (the "Company"), confirms its agreement (this "Agreement") with [*] (the "Placement Agent") as follows:

Form of Equity Distribution Agreement Life Storage, Inc. EQUITY DISTRIBUTION AGREEMENT (June 14th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)

Rexford Industrial Realty, Inc., a Maryland corporation (the Company) and Rexford Industrial Realty, L.P., a Maryland limited partnership (the Operating Partnership), confirm their agreement (this Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Sales Agent), as follows:

REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
(A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
REXFORD INDUSTRIAL REALTY, INC. (A Maryland Corporation) $400,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (June 13th, 2018)
Litho Supplies – LADENBURG THALMANN FINANCIAL SERVICES INC. Up to 6,832,841 Shares of 8.00% Series a Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 Per Share) EQUITY DISTRIBUTION AGREEMENT Dated: June 11, 2018 (June 12th, 2018)

SECTION 1. DESCRIPTION OF SECURITIES. SECTION 2. PLACEMENTS. 3 SECTION 3. SALE OF PLACEMENT SECURITIES BY THE SALES AGENTS. 3 SECTION 4. SUSPENSION OF SALES. 4 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 4 SECTION 6. SALE AND DELIVERY TO THE SALES AGENTS; SETTLEMENT. 15 SECTION 7. COVENANTS OF THE COMPANY. 17 SECTION 8. PAYMENT OF EXPENSES. 22 SECTION 9. CONDITIONS OF THE SALES AGENTS' OBLIGATIONS. 22 SECTION 10. INDEMNITY AND CONTRIBUTION BY THE COMPANY AND THE SALES AGENTS AND QIU. 24 SECTION 11. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY. 27 SECTION 12. TERMINATION OF AGREEMENT. 28 SECTION 13. NOTICES. 29 SECTION 14. PARTIES. 29 SECTION 15. ADJUSTMENTS FOR STOCK SPLITS. 29 SECTION 16. GOVERNING LAW AND JURISDICTION; WAIVER OF JURY TRIAL

WINDSTREAM HOLDINGS, INC. Up to $18,000,000 Shares of Common Stock ($ 0.0001 Par Value) Equity Distribution Agreement (June 1st, 2018)

Windstream Holdings, Inc., a corporation organized under the laws of Delaware (the "Company"), confirms its agreement (this "Agreement") with Citigroup Global Markets Inc. (the "Manager") as follows:

Terreno Realty Corp. – Terreno Realty Corporation $250,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT (May 31st, 2018)

Terreno Realty Corporation, a Maryland corporation (the Company), confirms its agreement (this Agreement) with [ ] (the Agent), as follows:

Ag Mortgage Investment Trust – Ag Mortgage Investment Trust, Inc. Amendment No. 1 to the Equity Distribution Agreement (May 22nd, 2018)
Ag Mortgage Investment Trust – Ag Mortgage Investment Trust, Inc. Amendment No. 1 to the Equity Distribution Agreement (May 22nd, 2018)

Reference is made to the Equity Distribution Agreement, dated May 5, 2017 (the Agreement), among AG Mortgage Investment Trust, Inc., a Maryland corporation (the Company), its manager, AG REIT Management, LLC, a Delaware limited liability company (the Manager) and Credit Suisse Securities (USA) LLC (the Agent), pursuant to which the Company may issue and sell through the Agent, acting as agent and/or principal, shares of the Companys common stock, par value $0.01 per share having a maximum aggregate offering price of up to $100,000,000.

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 7 SECTION 3 SALE OF SECURITIES 9 SECTION 4 SUSPENSION OF SALES 11 SECTION 5 REPRESENTATIONS AND WARRANTIES 11 SECTION 6 SALE AND DELIVERY; SETTLEMENT 29 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 33 SECTION 8 PAYMENT OF EXPENSES 41 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE AGENT, THE FORWARD SELLER AND THE FORWARD PURCHASER 41 SECTION 10 INDEMNIFICATION 44 SECTION 11 CONTRIBUTION 46 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 48 SECTION 13 TERMINATION OF AGREEMEN

Agree Realty Corporation – AGREE REALTY CORPORATION Shares of Common Stock (Par Value $0.0001 Per Share) EQUITY DISTRIBUTION AGREEMENT (May 18th, 2018)

Page SECTION 1 DESCRIPTION OF SECURITIES 1 SECTION 2 PLACEMENTS 4 SECTION 3 SALE OF SECURITIES 6 SECTION 4 SUSPENSION OF SALES 6 SECTION 5 REPRESENTATIONS AND WARRANTIES 6 SECTION 6 SALE AND DELIVERY; SETTLEMENT 23 SECTION 7 COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP 26 SECTION 8 PAYMENT OF EXPENSES 33 SECTION 9 CONDITIONS OF THE OBLIGATIONS OF THE MANAGER 34 SECTION 10 INDEMNIFICATION 36 SECTION 11 CONTRIBUTION 38 SECTION 12 REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 40 SECTION 13 TERMINATION OF AGREEMENT 40 SECTION 14

American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)
Brt Realty Trust – Amendment No. 1 to Equity Distribution Agreement (May 17th, 2018)

BRT Apartments Corp., a Maryland corporation (the "Company") and ________(the "Agent") are parties to that certain Equity Distribution Agreement dated January 11, 2018 (the "Original Agreement"). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows (to be effective as set forth in paragraph 3 below):

American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)

American Campus Communities, Inc., a Maryland corporation (the Company), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (you or BAML), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this Agreement), of Common Stock, $0.01 par value per share (the Common Stock), of the Company having an aggregate Gross Sales Price (as defined in Section 2(b) below) of up to $500,000,000 (the Maximum Amount) on the terms set forth in Section 1 of this Agreement. The shares of Common Stock to be issued and sold hereunder shall be referred to as the Shares and are described in the Prospectus referred to below.

American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)