Equity Distribution Agreement Sample Contracts

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)
American Campus Communities Operating Partnership LP – Equity Distribution Agreement (May 17th, 2018)
Medgenics Inc – Aevi Genomic Medicine, Inc. Common Stock EQUITY DISTRIBUTION AGREEMENT (May 15th, 2018)
SeaSpine Holdings Corp – Seaspine Holdings Corporation Equity Distribution Agreement (May 11th, 2018)
FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)
FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)

Federal Realty Investment Trust, a Maryland real estate investment trust (the Company), confirms its agreement (this Agreement) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), as follows:

FEDERAL REALTY INVESTMENT TRUST Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 10th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Washington Real Estate Investment Trust $250,000,000 of Common Shares of Beneficial Interest EQUITY DISTRIBUTION AGREEMENT (May 4th, 2018)
Palatin Technologies, Inc. – Palatin Technologies, Inc. Equity Distribution Agreement (April 20th, 2018)
Histogenics Corporation Equity Distribution Agreement (March 15th, 2018)
Two Harbors Investments Corp – Amendment No. 2 to Equity Distribution Agreement (March 12th, 2018)

Amendment No. 2, dated as of March 12, 2018 (this Amendment), by and among Two Harbors Investment Corp., a Maryland corporation (the Company), and JMP Securities LLC and Keefe, Bruyette & Woods, Inc. (each, a Placement Agent and together, the Placement Agents ) to the Equity Distribution Agreement (the Original Agreement and as amended by Amended No. 1, dated as of May 22, 2015 and this Amendment No. 2, the Amended Agreement), dated as of May 25, 2012, by and among the Company, the Manager and the Agent. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Original Agreement.