Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agent Agents (which consent shall not be unreasonable withheld or delayed), and each of the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company and the other Agent (which consent shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 A hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld Ladenburg or delayed)is acting under advice of counsel in order to comply with applicable securities laws, and the Agent Ladenburg represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Ladenburg or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the each Agent (which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, in each case which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, it has not made and will not make any offer relating to the offering of the Placement Shares contemplated by this Agreement that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 25 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. (i) The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent (which consent Agent, shall not make, any offer relating to the Shares that would constitute a "free writing prospectus" as defined in Rule 405 of the Rules and Regulations, which is required to be unreasonable withheld or delayed), retained by the Company under Rule 433 of the Rules and the Agent represents, warrants and agrees that, unless it obtains Regulations; provided that the prior written consent of the Company (which consent Agent hereto shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating deemed to have been given in respect of each of the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined prospectuses set forth in Rule 405, required to be filed with the CommissionSchedule 3 hereto. Any such free writing prospectus consented to by the Agent or by the Companyis herein referred to as a "Permitted Free Writing Prospectus." The Company represents and agrees that (i) it has treated and shall treat, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer a "free writing prospectus,” " as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in the purposes of clarity, Agent or the parties hereto agree that all Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectusesprospectus prepared by or on behalf of the Agent that the Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withhold, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 B hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Wxxxx Fargo Securities, and the Agent Wxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Wxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, in each case which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the each Agent (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company representsrepresents and warrants that it has not made, warrants and agrees that, that unless it obtains the prior written consent of the Distribution Agent (which consent shall that it will not be unreasonable withheld or delayed)make, and the Distribution Agent representsrepresents and warrants that is has not made, warrants and agrees that, that unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed), that it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Distribution Agent or by the Company, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent (which consent shall Representative, it will not be unreasonable withheld or delayed)make, and the Agent each Underwriter, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)and the Representative, it has not made and will not make make, any offer relating to the Placement Shares Securities that constitutes or would constitute an Issuer Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit H hereto and to any electronic roadshow in the form previously provided by the Company to and approved by the Representative. Any such free writing prospectus consented to by the Agent or by the Company, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Placement Agent, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities pursuant to this Agreement that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 24 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent Representative, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (which consent shall not as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required to be unreasonable withheld filed with the Commission or delayed), and required to be retained by the Agent represents, warrants and agrees that, unless it obtains Company pursuant to Rule 433; provided that the prior written consent of the Company (which consent Representative shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating deemed to have been given in respect of the Placement Shares that would constitute an Issuer General Use Free Writing ProspectusProspectuses, or that would otherwise constitute a “free writing prospectus,” as defined if any, listed on Exhibit M hereto and, to any electronic road show in Rule 405, required the form previously provided by the Company to be filed with and approved by the CommissionRepresentative. Any such free writing prospectus consented to by the Agent or by the Company, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 M hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Placement Agent (which consent shall not be unreasonable withheld or delayed)is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Sales Agents, the Forward Sellers and the Forward Purchasers, and the each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)FBR, and the Agent FBR represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, in each case which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent FBR or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each any Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which any such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which any such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Placement Agent (which consent shall not be unreasonable withheld or delayed)is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent B. Xxxxx (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent B. Xxxxx represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent B. Xxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld each Agent, Forward Purchaser or delayed)Forward Seller, and the Agent each Agent, Forward Purchaser or Forward Seller represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent each Agent, Forward Purchaser or Forward Seller or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Mxxxxxx Lxxxx, and the Agent Mxxxxxx Lxxxx represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Mxxxxxx Lxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company Trust represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, and each of the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Trust and the other Agents, it has not made and will not make any offer relating to the Placement Shares Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the CompanyTrust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (MLV, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), ,and the Agent MLV represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably conditioned, delayed or delayed)withheld, and the Agent representsAgents represent, warrants warrant and agrees agree that, unless it obtains they obtain the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably conditioned, delayed or delayed)withheld, it has they have not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes avoidance of claritydoubt, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)BRS, and the Agent BRS represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, in each case, which consent shall not be unreasonable withheld unreasonably withheld, delayed or delayed)conditioned, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent BRS or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Sales Agent, and the Sales Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Placement Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto Schedule E hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent Agents (which consent shall not be unreasonable withheld or delayed), and the Agent Agents each represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 A hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Wxxxx Fargo Securities, and the Agent Wxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Wxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned, or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned, or delayed), delayed it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)BofA Xxxxxxx Xxxxx, and the Agent representseach Underwriter, warrants severally and not jointly, represents and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)and BofA Xxxxxxx Xxxxx, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent BofA Xxxxxxx Xxxxx or by the CompanyCompany and BofA Xxxxxxx Xxxxx, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing ProspectusesCompany from making any filings required under the 1934 Act or 1934 Act Regulations.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)KeyBanc Capital Markets, and the Agent KeyBanc Capital Markets represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent KeyBanc Capital Markets or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld Manager or delayed)the Forward Seller, as applicable, and the Agent Manager or the Forward Seller, as applicable, represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Manager or the Forward Seller, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent representsAgents represent, warrants warrant and agrees agree that, unless it obtains they obtain the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has the Agents have not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Placement Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Placement Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto E hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent 38 shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and each of the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned, or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld reasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld reasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (FBR, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed and the Agent FBR represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent FBR or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent (which Agents, such consent shall not to be unreasonable unreasonably withheld or delayed), shall not make, any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be retained by the Agent represents, warrants Company under Rule 433 of the Rules and agrees that, unless it obtains Regulations; provided that the prior written consent of the Company (which consent Agents hereto shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating deemed to have been given in respect of each of the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined prospectuses set forth in Rule 405, required to be filed with the CommissionSchedule 3 hereto. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat shall treat, as the case may be, each Permitted Free Writing Prospectus as an a “issuer free writing prospectus,” as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in any Agent or the purposes of clarity, Company being required to file pursuant to Rule 433(d) under the parties hereto agree that all Act a free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectusesprospectus prepared by or on behalf of any Agent that such Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Xxxxx Fargo Securities, and the Agent Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Xxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent (which consent Agents, shall not make, any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be unreasonable withheld or delayed), retained by the Company under Rule 433 of the Rules and the Agent represents, warrants and agrees that, unless it obtains Regulations; provided that the prior written consent of the Company (which consent Agents hereto shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating deemed to have been given in respect of each of the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined prospectuses set forth in Rule 405, required to be filed with the CommissionSchedule 3 hereto. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat shall treat, as the case may be, each Permitted Free Writing Prospectus as an a “issuer free writing prospectus,” as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in any Agent or the purposes of clarity, Company being required to file pursuant to Rule 433(d) under the parties hereto agree that all Act a free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectusesprospectus prepared by or on behalf of any Agent that such Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which Agent, with consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which Company, with consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the each Agent (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which such consent shall not to be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each any Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Leerink, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent Leerink represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Leerink or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Sales Agent, and the Sales Agent represents, warrants and agrees that, unless it the Sales Agent obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has and in either case unless the conditions of Rule 164 and Rule 433 are met, they have not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with 405 under the Commission1933 Act. Any such free writing prospectus consented to by the Sales Agent or by the Company, as the case may be, and as to which the conditions of Rule 164 and Rule 433 are met, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the 1933 Act, and has complied and will comply with the conditions and requirements of Rule 164 and Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 D hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and each of the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 2 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represent, warrant and agree that, unless it obtains the prior consent of the Manager, and the Manager represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Manager or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 an exhibit supplementally agreed and exchanged between the parties hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent Agents (which consent shall will not be unreasonable unreasonably withheld or delayed), shall not make, any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations, which is required to be retained by the Agent represents, warrants Company under Rule 433 of the Rules and agrees that, unless it obtains Regulations; provided that the prior written consent of the Company (which consent Agents hereto shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating deemed to have been given in respect of each of the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined prospectuses set forth in Rule 405, required to be filed with the CommissionSchedule 3 hereto. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat shall treat, as the case may be, each Permitted Free Writing Prospectus as an a “issuer free writing prospectus,” as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in the purposes Agents or the Company being required to file pursuant to Rule 433(d) of clarity, the parties hereto agree that all Rules and Regulations a free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectusesprospectus prepared by or on behalf of any Agent that such Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and each of the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably conditioned, delayed or delayed)withheld, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably conditioned, delayed or delayed)withheld, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent Agents represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the Agent (which consent Citigroup, shall not be unreasonable withheld or delayed)make, and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, which is required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of Citigroup hereto shall be deemed to have been given in respect of each of the free writing prospectuses set forth in Schedule 3 hereto. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, Citigroup is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat shall treat, as the case may be, each Permitted Free Writing Prospectus as an a “issuer free writing prospectus,” as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in Citigroup or the purposes of clarity, Company being required to file pursuant to Rule 433(d) under the parties hereto agree that all Act a free writing prospectuses, if any, listed in Exhibit 21 hereto are Permitted Free Writing Prospectusesprospectus prepared by or on behalf of Citigroup that Citigroup otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Stifel, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent Stifel represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Stifel or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Sales Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Sales Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, prospectus required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agent or by the Company, as the case may be, is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus and has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where when required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 D hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants warrants, and agrees that, unless it obtains the prior written consent of the Agent (Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionSEC. Any such free writing prospectus consented to by the Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission SEC where required, legending legending, and record keepingrecordkeeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 B hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (MLV, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), delayed and the Agent MLV represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (MLV, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the Agent MLV represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent MLV or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Distribution Agents, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), and the each Distribution Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned or delayed), it has not made and will not make any offer relating to the Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Distribution Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Xxxxx Fargo Securities, and the Agent Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Xxxxx Fargo Securities or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (Placement Agent, which consent shall not be unreasonable withheld unreasonably withheld, conditioned, or delayed), and the Placement Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (Company, which consent shall not be unreasonable withheld unreasonably withheld, conditioned, or delayed), it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)UBS Securities, and the Agent UBS Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent UBS Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Wxxxx Fargo Securities, and the Agent Wxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent Wxxxx Fargo Securities or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)UBS Securities, and the Agent UBS Securities represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agent UBS Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Agent (which consent shall not be unreasonable withheld or delayed)Sales Agent, and the Sales Agent represents, warrants and agrees that, unless it obtains the prior written consent of the Company (which consent shall not be unreasonable withheld or delayed)Company, it has not made and will not make any offer relating to the Placement Shares Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 21 G hereto are Permitted Free Writing Prospectuses.