Common use of Registration Statement and Prospectus Clause in Contracts

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-177563) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-164703), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-184677) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-232448), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Securities are referred to herein as the “Registered Securities.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Registered Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection We have heretofore received and examined a copy of the registration statement, as amended to the date hereof, and the related prospectus in respect of the Securities, as filed with the OfferingSecurities and Exchange Commission. The registration statement as amended at the time it becomes effective, including financial statements and exhibits, is hereafter referred to as the Company has prepared "Registration Statement", and the prospectus in the form first filed with the Securities and Exchange Commission (pursuant to its Rule 424(b) after the “Commission”) a registration statement (File NoRegistration Statement becomes effective is referred to as the "Prospectus". 333- ) on Form S-11 We confirm that the information furnished to you by us for use in the registration of Registration Statement and in the Shares Prospectus is correct and is not misleading insofar as it relates to us. We consent to being named as an Underwriter in such Registration Statement and we are willing to accept our responsibilities under the Securities Act of 19331933 (the "Act"), as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments a result thereof. We confirm that we have authorized you to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if advise the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement on our behalf (a) as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with statements to be included in any Preliminary Prospectus and in the Commission, Prospectus under the heading "Underwriting" insofar as they relate to us and (iib) if the prospectus filed by the Company pursuant that there is no other information about us required to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time be stated in the Registration Statement or Prospectus. We further confirm that, upon request by you as Representative, we have furnished a copy of any amended Preliminary Prospectus to each person to whom we have furnished a copy of any previous Prospectus, and we confirm that we have delivered, and we agree that we will deliver, all preliminary and final Prospectuses required for compliance with the most recent postprovisions of Rule 15c2-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of 8 under the Securities Exchange Act Rules and Regulations included at any time as part of 1934 (the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires"1934 Act").

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-172205) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-180274) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-186111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) , and there has become effective, a registration statement (File No. 333- ) on Form S-11 for S-3, including a prospectus, relating to the registration of Notes (as such term is defined on Schedule I hereto). Such Registration Statement, as amended, and including the Shares information deemed to be a part thereof pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), and the rules and regulations of documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the Commission promulgated thereunder "Registration Statement"; (the “Securities Act Rules related preliminary prospectus dated ____________, including the documents incorporated or deemed to be incorporated by reference therein, [and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 preliminary prospectus supplemented dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus contained dated _____________, including the documents incorporated or deemed to be incorporated by reference therein, as finally amended at [and prospectus supplement dated _________] are hereinafter called, [collectively,] the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “"Prospectus”, except that (i) if the ." The Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration has provided copies of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or [, the most recent post-effective amendment theretopreliminary prospectus] and the Prospectus to the Remarketing Agent, and hereby consents to the use of the [preliminary prospectus] and the Prospectus in connection with the remarketing of the Notes. (IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED, INSERT THE FOLLOWING: The Company has provided to the Remarketing Agent, for use in connection with remarketing of the Notes (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum and [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and such preliminary marketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Notes]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the Prospectus shall have become effectivebe deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, then as amended (the term “"1934 Act"), which is incorporated or deemed to be incorporated by reference in the Registration Statement [, the preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection A registration statement on Form SB-2 (File No. __________) with respect to the Shares, including the related prospectus, copies of which have heretofore been delivered by the Company to the Underwriters, has been filed by the Company in conformity with the Offering, the Company has prepared and filed with requirements of the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The After the execution of this Agreement, the Company will file with the Commission either (a) if such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the “Effective Date”Act or permitted by Rule 424(b) are respectively hereinafter referred under the Act and as have been provided to as and approved by the “Registration Statement” and Representative prior to the “Prospectus”execution of this Agreement, except that or (ib) if such registration statement, as it may have been amended, has not been declared by the Company files a post-Commission to be effective under the Act, an amendment to such registration statement, then including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. As used in this Agreement, the term “"Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to " means such registration statement on Form SB-2 and all amendments thereto, including the prospectus, all exhibits and financial statements, as amended by such post-effective amendment, it becomes effective; the term "Preliminary Prospectus" means each prospectus included in said Registration Statement before it becomes effective; and the term “"Prospectus” shall refer to " means the amended prospectus then on file first filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from or, if no prospectus is required to be filed pursuant to said Rule 424(b), such term means the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become when it becomes effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-152760) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-183355) on Form S-11 S-3 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filedfiled with the Commission. The registration statement on Form S-11 S-3 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated or deemed to be incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-195292) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-176604) on Form S-11 for the registration of the Units and the Common Shares that may be issuable upon exercise of the Warrants or redemption of the Preferred Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The there has become effective, a registration statement on Form S-11 and S-3, including a prospectus, relating to the prospectus contained thereinSecurities (as such term is defined on Schedule I hereto). Such Registration Statement, as finally amended at amended, and including the date information deemed to be a part thereof pursuant to Rule 430A under the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment1933 Act, and the term “documents incorporated or deemed to be incorporated by reference therein, are hereinafter called, collectively, the "Registration Statement"; the [related preliminary prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and preliminary prospectus supplement dated __________] are hereinafter called, [collectively] the "preliminary prospectus";] and the related prospectus dated ___________, including the documents incorporated or deemed to be incorporated by reference therein, [and prospectus supplement dated ________] are hereinafter called, [collectively,] the "Prospectus” shall refer ." The Company has provided copies of the Registration Statement [, the preliminary prospectus] and the Prospectus to the amended Remarketing Agent, and hereby consents to the use of the [preliminary prospectus then on file and the] Prospectus in connection with the Commissionremarketing of the Securities. [IN THE EVENT THAT A REGISTRATION STATEMENT IS NOT POSSIBLE OR NOT REQUIRED PURSUANT TO THE REMARKETING AGREEMENT, and (ii) if INSERT THE FOLLOWING: The Company has provided to the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) Remarketing Agent, for use in connection with remarketing of the Securities Act Rules (as such term is defined on Schedule I hereto), a [preliminary remarketing memorandum and] remarketing memorandum [and] [describe other materials, if any]. Such remarketing memorandum (including the documents incorporated or deemed to be incorporated by reference therein, [and] [describe other materials] are hereinafter called, collectively, the "Prospectus," [and Regulations shall differ from such preliminary marketing memorandum (including the prospectus on file at documents incorporated or deemed to be incorporated by reference therein) is hereinafter called a "preliminary prospectus")]. The Company hereby consents to the time use of the Prospectus [and the preliminary prospectus] in connection with the remarketing of the Securities]. All references in this Agreement to amendments or supplements to the Registration Statement [, the preliminary prospectus] or the most recent post-effective amendment theretoProspectus shall be deemed to mean and include the filing of any document under the 1934 Act, if anywhich is incorporated or deemed to be incorporated by reference in the Registration Statement [, shall have become effective, then the term “preliminary prospectus] or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196594) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (File Registration No. 333- 333-201842) on Form S-11 that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to ) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or may will be so prepared and fileddelivered to the Dealer Manager. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (iif the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration StatementProspectus” shall, from and after includes the declaration of prospectus filed pursuant to Rule 424(b) or the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by prospectus included in such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinIf a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such registration statement and prospectus contained therein from and after the effective date of each post-effective amendment effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-235904), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-156742), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274421), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriter for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement have been or on Form S-3 (No. 333-22521), including a prospectus relating to the Securities, which may be so prepared and filedamended. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time when it becomes effective, including all financial schedules and exhibits thereto and documents incorporated therein by reference and including a registration statement (if any) filed pursuant to Rule 462(b) under the Act increasing the size of the offering registered under the Act and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus (including any prospectus subject to completion taken together with any term sheet meeting the requirements of Rule 434(b) or Rule 434(a) under the Act) in the form first used to confirm sales of Securities is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to you by the Company files a post-effective amendment for use in connection with the offering of the Securities as contemplated by Section 5 hereof which differs from the form of prospectus first used to confirm sales of Securities, the term "Prospectus" shall refer to such registration statement, then the term “Registration Statement” shall, revised prospectus from and after the declaration time it is first provided to you for such use. Any reference herein to any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the effectiveness date of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)prospectus, as the case may be, from and any reference to any amendment or supplement to any preliminary prospectus or Prospectus shall be deemed to refer to and include any documents filed after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a of such preliminary prospectus related to or Prospectus, as the Shares case may be, under the Securities Exchange Act of 1934, as contemplated by Rule 430 or Rule 430A amended, and the rules and regulations of the Securities Act Rules Commission thereunder (collectively called the "Exchange Act"), and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinin such preliminary prospectus or Prospectus, as the term “Effective Date” also case may be; and any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of each post-effective amendment to the Registration Statement that is incorporated by reference in the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-239055), including the related preliminary prospectus or prospectuses, covering the registration of the sale of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments . The Shares are referred to herein as the “Registered Shares.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriter for use in connection with the offering of the Registered Shares, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-223630), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-191706) on Form S-11 for the registration of the Initial Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); a registration statement (File No. 333-217579) on Form S-11 for the registration of the Follow-On Shares (“Follow-On Registration Statement”); and a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement statements on Form S-11 and on Form S-3 and the prospectus prospectuses contained therein, as finally amended at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. 333 - 83255) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430 Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to any prospectus (including any preliminary prospectus) which differs from such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or is provided to you for use in connection with the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A offering of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Shares

Registration Statement and Prospectus. In connection We have heretofore received and examined a copy of the registration statement, as amended to the date hereof, and the related prospectus in respect of the Securities, as filed with the OfferingSecurities and Exchange Commission. The registration statement, as amended at the Company has prepared time it becomes effective, including financial statements and exhibits, is hereinafter referred to as the "Registration Statement," and the prospectus in the form first filed with the Securities and Exchange Commission (pursuant to Rule 424(b) after the “Commission”) a registration statement (File NoRegistration Statement becomes effective is referred to as the "Prospectus." We confirm that the information furnished to you by us for use in the Registration Statement and in the Prospectus is correct and is not misleading insofar as it relates to us. 333- ) on Form S-11 for the registration of the Shares We consent to being named as an Underwriter in such Registration Statement and we are willing to accept our responsibilities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments a result thereof. We confirm that we have authorized you to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if advise the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement on our behalf (a) as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with statements to be included in any Preliminary Prospectus and in the Commission, Prospectus under the heading "Underwriting" insofar as they relate to us and (iib) if the prospectus filed by the Company pursuant that there is no other information about us required to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time be stated in the Registration Statement or the most recent post-effective amendment theretoProspectus. We further confirm that, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)upon request by you, as the case may beRepresentative, from and after the date on which it shall we have been filed. The term “preliminary Prospectus” as used herein shall mean furnished a copy of any amended preliminary prospectus related to each person to whom we have furnished a copy of any previous preliminary prospectus, and we confirm that we have delivered, and we agree that we will deliver, all preliminary and final prospectuses required for compliance with the Shares as contemplated by provisions of Rule 430 or Rule 430A of 15c2-8 under the Securities Exchange Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires1934.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with A registration statement on Form S-1 (File No. 333-133433) (the Offering, “Initial Registration Statement”) in respect of the Company Units has prepared and been filed with the Securities and Exchange Commission (the “Commission”) ); the Initial Registration Statement and any post-effective amendment thereto and the Exchange Act Registration Statement and any amendment thereto, excluding exhibits thereto, each in the form heretofore delivered to you, for you and each of the other Underwriters, have been declared effective by the Commission in such form; other than a registration statement (File No. 333- ) on Form S-11 for statement, if any, increasing the registration size of the Shares offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission promulgated thereunder (under the “Securities Act Rules and Regulationsis hereinafter called a “Preliminary Prospectus”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus contained thereinfiled with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Securities Act to be part of the Initial Registration Statement at the time it was declared effective, each as finally amended at the date time such part of the registration statement is declared Initial Registration Statement became effective by or such part of the Commission (the “Effective Date”Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are respectively hereinafter referred to as collectively called the “Registration Statement” ”; the Preliminary Prospectus relating to the Units that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Securities Act, is hereinafter called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term ; and any “Registration Statementissuer free writing prospectus” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either defined in Rule 424(b) or 424(c) of 433 under the Securities Act Rules and Regulations shall differ from relating to the prospectus on file at Units is hereinafter called an “Issuer Free Writing Prospectus”); the time the Exchange Act Registration Statement or the most recent post-has become effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A provided in Section 12 of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Exchange Act;

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-225410), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendmentRegistration Statement, and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a “preliminary prospectus.” The prospectus, in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-163069) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-238298), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-192852) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-161449), for the registration of the up to 280,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-274581), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the documents and the prospectus contained information incorporated by reference therein, as finally amended the amendments thereto, the exhibits thereto and any schedules thereto, at the date time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“EXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-119265), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsFurther, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.a separate prospectus is filed and becomes effective

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-191073) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The prospectus in the effectiveness of such post-effective amendment by form in which it appeared in the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file Registration Statement at the time the Registration Statement or became effective is herein called the most recent post-effective amendment thereto“Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), if anythat describes the Securities and the offering thereof, shall have become effectivethat omitted the Rule 430B Information and that was used prior to the filing of the final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of this Agreement, then the term “Prospectus” shall refer Company will prepare and file with the Commission a final prospectus supplement to such prospectus filed pursuant the Base Prospectus relating to either the Securities and the offering thereof in accordance with the provisions of Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(cthe Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. All references in this Agreement to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing, shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed pursuant to the Rules and Regulations to be a part of or included in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus, as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169075) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S‑1 (File No. 333- ) on Form S-11 for 333-249441), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement time it became effective pursuant to Rule 430A(b) is declared effective by the Commission (herein called the “Effective Date”) are respectively hereinafter referred to as Rule 430A Information.” Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Prospectus”Rule 462(b) Registration Statement” and, except that (i) if the Company files a post-effective amendment to after such registration statementfiling, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. Each prospectus used prior to the effectiveness of the Registration Statement (such post-effective amendment by time, the Commission, refer to such registration statement as amended by such post-effective amendment“Effective Time”), and each prospectus that omitted the term Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a “preliminary prospectus.” The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus.” shall refer For purposes of this Agreement, all references to the amended prospectus then on file Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196302) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169355) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- 268528) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or the “Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) with respect to the Securities, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission and remains effective on or prior to the date of this Agreement. Each part of such registration statement, as well as all amendments, including any post-effective amendments, exhibits and all schedules thereto, the documents incorporated by reference therein under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430A or Rule 430B under the Securities Act (the “Effective DateRule 430A Information” and “Rule 430B Information”, respectively) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective or thereafter during the period of effectiveness, is herein called the “Registration Statement” and ”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shall, from and after shall include the declaration of Rule 462(b) Registration Statement. The preliminary prospectus in the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus form in which it has most recently been filed by the Company pursuant with the Commission on or prior to either the date of this Agreement and included in the Registration Statement is herein called the “Preliminary Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file with the Commission a final prospectus to the Preliminary Prospectus relating to the Securities and the offering thereof in accordance with the provisions of Rule 430A, Rule 430B and Rule 424(b) of the Rules and Regulations, as applicable. Such final form of prospectus (including the Preliminary Prospectus as may be supplemented or 424(c) of amended, as applicable), filed with the Commission pursuant to Rule 424(b), is herein called the “Prospectus”. Any reference herein to the Prospectus and any Preliminary Prospectus shall be deemed to include the documents incorporated by reference therein under the Securities Act as of the date of such Prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, any Preliminary Prospectus and the Prospectus shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment all references in this Agreement to the Registration Statement, unless the context Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the Commission thereunder (the “Exchange Act”), which is incorporated by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the (a) The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more , with the United States Securities and Exchange Commission (the “Commission”) the Shelf Registration Statement and such amendments to such registration statement (including any pre-effective amendments and post-effective amendments) as may have been or may be so prepared required prior to and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at of the date the registration statement is declared effective by the Commission of this Agreement (the “Effective DateBase Registration Statement”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company supplement pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (a “Preliminary Prospectus”), relating to the prospectus on file at the time the Securities. The Base Registration Statement or the most recent and any post-effective amendment thereto, if anyeach in the form theretofore delivered to the Buyer, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been fileddeclared effective by the Commission in such form. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Such Base Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each including any post-effective amendment thereto at such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time, the information contained in the form of Final Prospectus (as defined below) and deemed by virtue of Rule 430B under the Securities Act to be part of the Base Registration Statement at the time it was declared effective and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, in each case as amended at the time such part of the Base Registration Statement became effective, are herein collectively called the “Registration Statement.” If the Company has filed or files an abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), unless then any reference herein to the context otherwise requiresterm Registration Statement shall include such Rule 462 Registration Statement.”

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-196108), for the registration of the up to $1,000,000,000 Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection (i) The Original Registration Statement, including the Preliminary Prospectus, has been filed by the Company with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement Registration Statement may have been or may be so prepared and filed. The registration statement on Form S-11 and After the prospectus contained thereinexecution of this Agreement, the Company will file with the Commission either (x) if such Registration Statement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Securities Act, either (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iI) if the Company files relies on Rule 434 under the Securities Act, a post-effective Term Sheet relating to the Shares that shall identify the Preliminary Prospectus that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Securities Act or (II) if the Company does not rely on Rule 434 under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto(or, if any, shall have become effective, then the term “Prospectus” shall refer to no such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it amendment shall have been filed. The term “preliminary Prospectus” , in such Registration Statement), with such changes or insertions as used herein shall mean a preliminary prospectus related to the Shares as contemplated are required by Rule 430 or Rule 430A of under the Securities Act Rules or permitted by Rule 424(b) under the Securities Act, and Regulations included at any time in the case of either clause (I) or (II) of this sentence, as part of have been provided to and approved by the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer Representatives prior to the effective date execution of each post-effective amendment to the this Agreement, or (y) if such Registration Statement, unless as it may have been amended, has not been declared by the context otherwise requiresCommission to be effective under the Securities Act, an amendment to such Registration Statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Shares, which registration shall be effective upon filing with the Commission.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-200464) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission“ Commission ”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the ““ Securities ActAct ”), and the rules and regulations of the Commission promulgated thereunder (the ““ Securities Act Rules and RegulationsRegulations ”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the ““ Effective DateDate ”) are respectively hereinafter referred to as the ““ Registration StatementStatement ” and the “Prospectus“ Prospectus ”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-196549) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”): (i) the Initial Registration Statement, (ii) a registration statement (File No. 333-217579) on Form S-11 (the “Follow-On Registration Statement”) for the registration of the Follow-On Shares, and (iii) a registration statement (File No. 333-220940) on Form S-3 for the registration of the DRP Shares (“DRP Registration Statement”); , and one or more amendments to such registration statement statements have been or may be so prepared and filed. The registration statement on Form S-11 Initial Registration Statement, Follow-On Registration Statement and DRP Registration Statement and the prospectus prospectuses contained therein, as finally amended or supplemented at the date the each respective registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively each hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iA) if the Company files a post-effective amendment to such registration statementstatements, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiB) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-271355), including the related preliminary prospectus or prospectuses, covering the registration of the Shares sale of the Securities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to . Promptly after execution and delivery of this Underwriting Agreement (this “Agreement”), the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the Rules and Regulations and Rule 424(b) (“Rule 424(b)”) of the Rules and Regulations. The information included in such prospectus that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date time it became effective pursuant to Rule 430A(b) is herein called the “Rule 430A Information”. Such registration statement, including the amendments thereto, the exhibits thereto and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the “Registration Statement”. Any registration statement filed pursuant to Rule 462(b) of the Rules and Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each prospectus used prior to the date and time that the Registration Statement is declared effective by the Commission (such time, the “Effective DateTime”) are respectively hereinafter referred ), and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to as the execution and delivery of this Agreement is herein called a “Registration Statement” and preliminary prospectus”. The final prospectus relating to the Securities that is first filed pursuant to Rule 424(b), in the form first furnished to the Underwriters for use in connection with the offering of the Securities, is herein called the “Prospectus”. For purposes of this Agreement, except that (i) if all references to the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after any preliminary prospectus, the declaration Prospectus or any amendment or supplement to any of the effectiveness of such post-effective amendment by foregoing shall be deemed to include the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file copy filed with the Commission, and (ii) if the prospectus filed by the Company Commission pursuant to either Rule 424(b) its Electronic Data Gathering, Analysis and Retrieval system or 424(c) of the Securities Act Rules any successor system (“XXXXX”). All references in this Agreement to financial statements and Regulations shall differ from the prospectus on file at the time schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement or the most recent post-effective amendment theretoProspectus (or other references of like import) shall be deemed to mean and include all such financial statements, if any, shall have become effective, then pro forma financial information and schedules and other information which is incorporated by reference in or otherwise deemed by the term “Rules and Regulations to be a part of or included in the Registration Statement or the Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and Regulations included at any time as to be a part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresthereof.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190698) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such , a registration statement on Form S-1 (File No. 333-50511) including a prospectus, relating to the Shares, which may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; any registration statement filed pursuant to Rule 462(b) under the Act is herein called the "462(b) Registration Statement," and after such filing the “term "Registration Statement" shall include the Rule 462(b) Registration Statement; the prospectus in the form first provided to the Underwriters by the Company in connection with the offering and sale of the Shares (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a is first provided to the Underwriters for such use; and each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a related prospectus, and each supplement thereto, relating to the Shares. The Company will cause the prospectus, properly completed, and any supplement thereto, to be filed with the Commission pursuant to Rule 424(b) within the time period prescribed and will provide the Underwriters with satisfactory evidence of timely filing. The Company has complied with the conditions for the use of Form S-3. The registration statement, as amended, at the time it became effective, including the exhibits thereto, the information incorporated by reference therein and the prospectus contained therein, as finally amended at the date information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 461(a) under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus, including any prospectus supplement thereto relating to the Shares, in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus”, except that (i) if ". If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection We have heretofore received and examined a copy of the registration statement, as amended to the date hereof, and the related prospectus in respect of the Securities, as filed with the OfferingSecurities and Exchange Commission. The registration statement, as amended at the Company has prepared time it becomes effective, including financial statements and exhibits, is hereinafter referred to as the "Registration Statement," and the prospectus in the form first filed with the Securities and Exchange Commission (pursuant to Rule 424(b) after the “Commission”) a registration statement (File NoRegistration Statement becomes effective is referred to as the "Prospectus." We confirm that the information furnished to you by us for use in the Registration Statement and in the Prospectus is correct and is not misleading insofar as it relates to us. 333- ) on Form S-11 for the registration of the Shares We consent to being named as an Underwriter in such Registration Statement and we are willing to accept our responsibilities under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinamended, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred a result thereof. We confirm that we have authorized you to as the “Registration Statement” and the “Prospectus”, except that (i) if advise the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement on our behalf (a) as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with statements to be included in any Preliminary Prospectus and in the Commission, Prospectus under the heading "Underwriting" insofar as they relate to us and (iib) if the prospectus filed by the Company pursuant that there is no other information about us required to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time be stated in the Registration Statement or the most recent post-effective amendment theretoProspectus. We further confirm that, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c)upon request by you, as the case may beRepresentative, from and after the date on which it shall we have been filed. The term “preliminary Prospectus” as used herein shall mean furnished a copy of any amended preliminary prospectus related to each person to whom we have furnished a copy of any previous preliminary prospectus, and we confirm that we have delivered, and we agree that we will deliver, all preliminary and final prospectuses required for compliance with the Shares as contemplated by provisions of Rule 430 or Rule 430A of 15c2-8 under the Securities Exchange Act Rules and Regulations included at any time of 1934, as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresamended.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and The Offerors have filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 S-3 (Nos. 333-70744 and 333-70744-01) and a related preliminary prospectus for the registration of the Shares under the Securities Act of 1933, as amended 1933 (the “"1933 Act") of (i) the Preferred Securities, (ii) the Preferred Securities Act”)Guarantee, and (iii) the Junior Subordinated Notes to be issued and sold to the Trust by the Company, have filed such amendments thereto, if any, and such amended preliminary prospectuses as may have been required to the date hereof, and will file such additional amendments thereto and such amended prospectuses as may hereafter be required. Such registration statement (as amended) and the prospectus constituting a part thereof (including, in each case, all documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act and the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of the rules and regulations of the Commission promulgated thereunder under the 1933 Act (the “Securities "1933 Act Rules and Regulations”"); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein), as finally from time to time amended at or supplemented pursuant to the date 1933 Act, the registration statement is declared effective by the Commission Securities Exchange Act of 1934, as amended (the “Effective Date”) "1934 Act"), or otherwise, are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”", respectively, except that (i) that, if any revised prospectus shall be provided to the Company files a post-effective amendment to such registration statement, then Underwriters by the term “Registration Statement” shall, from and after Offerors for use in connection with the declaration offering of the effectiveness of such post-effective amendment by Preferred Securities which differs from the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then Prospectus on file with at the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the most recent post-effective amendment theretoOfferors pursuant to Rule 424(b) of the 1933 Act Regulations), if any, shall have become effective, then the term “"Prospectus” " shall refer to such revised prospectus filed pursuant from and after the time it is first provided to either Rule 424(bthe Underwriters for such use. All references in this Agreement to financial statements and schedules and other information that is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that are or 424(c)are deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to amendments or supplements to the Shares as contemplated by Rule 430 Registration Statement or Rule 430A of the Securities Act Rules Prospectus shall be deemed to mean and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, filing of any document under the 1934 Act that is or is deemed to be incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to in the Registration StatementStatement or the Prospectus, unless as the context otherwise requirescase may be.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules "Act"), a registration statement on Form S-3, including a related preliminary prospectus, and Regulations”each supplement thereto (collectively, the "Preliminary Prospectus"); , relating to the Shares. The Company may have filed one or more amendments thereto, including the related preliminary prospectus, and each supplement thereto, each which has previously been furnished to such registration statement have been or may you. The Company will cause the prospectus, properly completed, and any supplement thereto to be so prepared filed with the Commission pursuant to Rule 424(b) within the time period prescribed and filedwill provide the Underwriters with satisfactory evidence of timely filing. The Company has complied with the conditions for the use of Form S-3. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time it became effective, including all exhibits thereto and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Act, is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; and the “prospectus, and each supplement thereto, in the forms first used to confirm sales of Shares are hereinafter collectively referred to as the "Prospectus”, except that (i) if ." If the Company files has filed or is required pursuant to the terms hereof to file a post-effective amendment registration statement pursuant to such registration statementRule 462(b) under the Act registering additional shares of Common Stock (a "Rule 462(b) Registration Statement"), then then, unless otherwise specified, any reference herein to the term “"Registration Statement” shall, from and after the declaration of the effectiveness of " shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiRule 462(b) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares under "), in accordance with the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”", and together with said Act, the "Act"); , a registration statement on Form SB-2 (File No. ______________) and may have filed one or more amendments thereto, including in such registration statement and in certain amendments thereto a related preliminary prospectus for the registration under the Act of the Shares. In addition, subject to the provisions of Section 4(e) hereof, the Company has filed or will promptly file a further amendment to such registration statement have been or may be so prepared prior to the effectiveness of such registration statement, unless an amendment is not required pursuant to Rule 430A of the Rules and filedRegulations. The As used in this Agreement, the term "Registration Statement" means such registration statement on Form S-11 statement, including the prospectus, financial statements and the prospectus contained thereinschedules thereto, exhibits and other documents filed as part thereof, as finally amended at when, and in the date the registration statement form in which, it is declared effective by the Commission, and, in the event any post-effective amendment thereto is filed thereafter and on or before the Closing Date (as hereinafter defined), shall also mean (from and after the date such post-effective amendment is effective under the Act) such registration statement as so amended, provided that such Registration Statement, at the time it becomes effective, may omit such information as is permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A of the Rules and Regulations, which information ("Rule 430A Information") shall be deemed to be included in such Registration Statement when a final prospectus is filed with the Commission in accordance with Rules 430A and 424(b)(1) or (4) of the Rules and Regulations; the term "Preliminary Prospectus" means each prospectus included in the Registration Statement, or any amendments thereto, before it becomes effective under the Act, the form of prospectus omitting Rule 430A Information included in the Registration Statement when it becomes effective, if applicable (the “Effective Date”"Rule 430A Prospectus"), and any prospectus filed by the Company with your consent pursuant to Rule 424(a) are respectively hereinafter referred to of the Regulations; the term "Prospectus" means the final prospectus included as part of the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-190588) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the Company files a prospectus filed by the Company or prospectus supplement pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ which differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus or include such prospectus supplement, as applicable, filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Public --------------------------------------------- Offering, the . The Company has prepared and filed with the Securities and --------- Exchange Commission (the “"Commission”"), pursuant to provisions of the Securities Act of 1933 (the "Act") and the published rules and regulations adopted by the Commission thereunder (the "Rules and Regulations"), a registration statement (File No. 333- ) on ----- Form S-11 for S-3, relating to the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations 3,000,000 shares of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such Company's Common Stock, without par value. Such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is was declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”on [ , except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed199 ]. The term “---------- - "preliminary Prospectus” prospectus" as used herein shall mean a means any preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as a part of such registration statement. Copies of such registration statement and any amendments thereto and of each preliminary prospectus included as part of such registration statement have been delivered to the Underwriters. Such registration statement, as it may be amended to the date of this Agreement, including financial statements and all exhibits, and the prospectus, as supplemented by a prospectus supplement relating to the Shares proposed to be filed electronically pursuant to Rule 424 are hereinafter respectively referred to as the "Registration Statement. As used herein, " and the terms “Registration Statement”, “preliminary "Prospectus” and “Prospectus” shall include the documents, if any, incorporated by ." Any reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment herein to the Registration Statement, unless any preliminary prospectus or the context otherwise requiresProspectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 of the Act (the "Incorporated Documents") which were filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on or before the Effective Date or the date of such preliminary prospectus or the Prospectus, as the case may be. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date, or the date of any preliminary prospectus or the Prospectus, as the case may be, and incorporated in such document by reference if such filing is made prior to the Closing Date. Any reference herein to the term "Effective Date" shall be deemed to refer to the later of the time and date the Registration Statement was declared effective or the time and date of the filing of the Company's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date. The Company understands that the Underwriters propose to make a public offering of the Firm Shares, as described in the Prospectus, as soon after the date of the Price Determination Agreement as the Underwriters deem advisable. The Company confirms that the Underwriters and dealers have been authorized to distribute each preliminary prospectus, if any, and are authorized to distribute the Prospectus and any amendments or supplements to it.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-169881) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-217989) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act” or “Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is has been declared effective by the Commission Commission. Each part of such registration statement, including the amendments, exhibits and any schedules thereto, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act (the “Effective DateRule 430B Information”) are respectively hereinafter referred or otherwise pursuant to the Rules and Regulations, as of the time the Registration Statement became effective, is herein called the “Registration Statement.” and Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Prospectus”Rule 462(b) Registration Statement” and, except that (ifrom and after the date and time of filing of the Rule 462(b) if the Company files a post-effective amendment to such registration statementRegistration Statement, then the term “Registration Statement” shallshall include the Rule 462(b) Registration Statement. The prospectus in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement is herein called the “Base Prospectus.” Each preliminary prospectus supplement to the Base Prospectus (including the Base Prospectus as so supplemented), from that describes the Shares and after the declaration offering thereof, that omitted the Rule 430B Information and that was used prior to the filing of the effectiveness final prospectus supplement referred to in the following sentence is herein called a “Preliminary Prospectus.” Promptly after execution and delivery of such post-effective amendment by this Agreement, the Commission, refer to such registration statement as amended by such post-effective amendment, Company will prepare and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, Commission a final prospectus supplement to the Base Prospectus relating to the Shares and (ii) if the prospectus filed by offering thereof in accordance with the Company pursuant to either provisions Rule 430B and Rule 424(b) of the Rules and Regulations. Such final supplemental form of prospectus (including the Base Prospectus as so supplemented), in the form filed with the Commission pursuant to Rule 424(b) is herein called the “Prospectus.” Any reference herein to the Base Prospectus, any Preliminary Prospectus or 424(c) the Prospectus shall be deemed to refer to include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date of such prospectus. For purposes of this Agreement, all references to the Registration Statement, the Rule 462(b) Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System or any successor system thereto. All references in this Agreement to financial statements and schedules and other information which is “described,” “contained,” “included” or “stated” in the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Rules and Regulations shall differ from the prospectus on file at the time to be a part of or included in the Registration Statement Statement, the Base Prospectus, any Preliminary Prospectus or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from ; and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related all references in this Agreement to the Shares as contemplated by Rule 430 amendments or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment supplements to the Registration Statement, unless the context Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to mean and include the subsequent filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and which is deemed to be incorporated therein by reference therein or otherwise requiresdeemed by the Rules and Regulations to be a part thereof.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-191106), for the registration of the up to $2,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to Rule 424(b) or 424(c) of the Regulations shall differ from the Prospectus on file at the time the Registration Statement or any post-effective amendment shall become effective, the term “Prospectus” shall refer to the Prospectus filed pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-1 (File No. 333- 333-57024) on Form S-11 for with respect to the registration Securities, including a preliminary form of prospectus, has been prepared by the Shares under Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder, and has been filed with the Commission; one or more amendments to such registration statement have also been or may be so prepared and have been, or will be, so filed. The ; and, if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations to increase the size of the offering registered under the Act, then the Company will prepare and file with the Commission a registration statement on Form S-11 with respect to such increase pursuant to Rule 462(b) of the Rules and Regulation. Copies of such registration statement(s) and amendments, and each related preliminary prospectus have been delivered to you. If the Company has elected not to rely upon Rule 430A of the Rules and Regulations, the Company has prepared and will promptly file an amendment to the registration statement and an amended prospectus that satisfy the requirements of the Act and the Rules and Regulations. If the Company has elected to rely upon Rule 430A of the Rules and Regulations, then it will prepare and file a prospectus contained therein(or a term sheet meeting the requirements of Rule 434 of the Rules and Regulations) pursuant to Rule 424(b) of the Rules and Regulations that discloses the information previously omitted from the prospectus in reliance upon Rule 430A of the Rules and Regulations. Such registration statement, as finally amended at the time it is or was declared effective by the Commission, and, in the event of any amendment thereto after the effective date and prior to the First Closing Date (as hereinafter defined), such registration statement as so amended (but only from and after the effectiveness of such amendment), including a registration statement (if any) filed pursuant to Rule 462(b) of the Rules and Regulations increasing the size of the offering registered under the Act, and information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rules 430A(b) and 434(d) of the Rules and Regulations, is hereinafter called the "Registration Statement." The prospectus included in the Registration Statement at the time it is or was declared effective by the Commission (is hereinafter called the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “"Prospectus”, ," except that if any prospectus (i) if including any term sheet meeting the requirements of Rule 434 of the Rules and Regulations provided by the Company files for use with a post-effective amendment prospectus subject to such registration statement, then completion within the term “Registration Statement” shall, from and after the declaration meaning of Rule 434 of the effectiveness Rules and Regulations in order to meet the requirements of such post-effective amendment by Section 10(a) of the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (iiAct) if the prospectus filed by the Company with the Commission pursuant to either Rule 424(b) or 424(c(and Rule 434, if applicable) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement Regulations, or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to any other such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related provided to the Shares as contemplated Underwriters by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Company for use

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-1 (File No. 333- 333-22817) on Form S-11 for covering the registration of the Shares Securities under the Securities Act of 1933, as amended (the “Securities "1933 Act”"), including the related preliminary prospectus, or prospectuses, and either (A) has prepared and filed, prior to the effective date of such registration statement, an amendment to such registration statement, including a final prospectus or (B) if the Company has elected to rely upon Rule 430A ("Rule 430A") of the rules and regulations of the Commission promulgated thereunder under the 1933 Act (the “Securities "1933 Act Rules Regulations"), will prepare and file a prospectus, in accordance with the provisions of Rule 430A and Rule 424(b) ("Rule 424(b)") of the 1933 Act Regulations”, promptly after execution and delivery of this Agreement. Additionally, if the Company has elected to rely upon Rule 434 ("Rule 434") of the 1933 Act Regulations, the Company will prepare and file a term sheet (a "Term Sheet") in accordance with the provisions of Rule 434 and Rule 424(b); one , promptly after execution and delivery of this Agreement. The information, if any, included in such prospectus or more amendments to in such Term Sheet, that was omitted from such registration statement have been or may at the time it became effective but that is deemed to be so prepared and filed. The part of such registration statement on Form S-11 at the time it becomes effective (a) pursuant to paragraph (b) of Rule 430A, is referred to herein as the "Rule 430A Information," or (b) pursuant to paragraph (d) of Rule 434, is referred to herein as the "Rule 434 Information." Each prospectus used before the time such registration statement became effective, and the any prospectus contained thereinthat omitted, as finally amended applicable, the Rule 430A Information or the Rule 434 Information that was used after effectiveness and prior to the execution and delivery of this Agreement is herein called a "preliminary prospectus." Such registration statement, including the exhibits and schedules thereto, at the date time it became effective and including, if applicable, the Rule 430A Information or the Rule 434 Information, is herein called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b) of the 1933 Act Regulations is declared effective by the Commission (the “Effective Date”) are respectively hereinafter herein referred to as the “"Rule 462(b) Registration Statement” ," and the “Prospectus”, except that (i) if the Company files a post-effective amendment to after such registration statement, then filing the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Rule 462(b)

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 216891 ) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” 1 shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.. (b)

Registration Statement and Prospectus. In connection with (i) The Company meets the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on requirements for use of Form S-11 for the registration of the Shares S-2 under the Securities Act of 1933Act. The Original Registration Statement, as amended (including the “Preliminary Prospectus, has been filed by the Company with the Commission under the Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement Registration Statement may have been or may be so prepared and filed. The registration statement on Form S-11 and After the prospectus contained thereinexecution of this Agreement, the Company will file with the Commission either (x) if such Registration Statement, as finally amended at the date the registration statement is it may have been amended, has been declared effective by the Commission to be effective under the Securities Act, either (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (iI) if the Company files relies on Rule 434 under the Securities Act, a post-effective Term Sheet relating to the Shares that shall identify the Preliminary Prospectus that it supplements containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Securities Act or (II) if the Company does not rely on Rule 434 under the Securities Act, a prospectus in the form most recently included in an amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto(or, if any, shall have become effective, then the term “Prospectus” shall refer to no such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it amendment shall have been filed. The term “preliminary Prospectus” , in such Registration Statement), with such changes or insertions as used herein shall mean a preliminary prospectus related to the Shares as contemplated are required by Rule 430 or Rule 430A of under the Securities Act Rules or permitted by Rule 424(b) under the Securities Act, and Regulations included at any time in the case of either clause (I) or (II) of this sentence, as part of have been provided to and approved by the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer Representatives prior to the effective date execution of each post-effective amendment to the this Agreement, or (y) if such Registration Statement, unless as it may have been amended, has not been declared by the context otherwise requiresCommission to be effective under the Securities Act, an amendment to such Registration Statement, including a form of prospectus, a copy of which amendment has been furnished to and approved by the Representatives prior to the execution of this Agreement. The Company may also file a Rule 462(b) Registration Statement with the Commission for the purpose of registering certain additional Shares, which registration shall be effective upon filing with the Commission.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form S-11 (File No. 333- ) on Form S-11 333-140842), containing a related preliminary prospectus, for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”") and the regulations thereunder (the "Regulations"), and the rules will prepare and regulations of file with the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more any amendments to such the registration statement have been or may be so prepared and filednecessary for the registration statement to become effective, including an amended preliminary prospectus. The registration statement on Form S-11 statement, as amended, and the amended prospectus contained therein, as finally amended on file with the Commission at the date time the registration statement is declared became effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (Securities Act, are herein called the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” " and the “"Prospectus”," respectively, except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “"Registration Statement” " shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “"Prospectus” " shall refer to the amended prospectus then on file with the CommissionProspectus as so amended, and (ii) if the prospectus Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary DRIP (a "DRIP Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein"), the term “Effective Date” also "Prospectus" shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment to the Registration Statement, unless the context otherwise requireseffectiveness of such DRIP Prospectus.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form N-2 (File No. 333- ) on Form S-11 333-167730 ), for the registration of the up to 150,000,000 Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement, as amended, including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein, and any registration statement on Form S-11 filed under Rule 462(b) of the Securities Act, are herein called the “Registration Statement,” and the prospectus contained therein, as finally amended at the date the registration statement therein is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and herein called the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented in such Registration Statement, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) 497 of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, 497 from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary separate prospectus related is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinDRIP, the terms “Registration Statement”, “preliminary Prospectus” and term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such prospectus from and after the effective date declaration of each post-effective amendment effectiveness of the same, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement on Form SB-2 (File No. 333- 333-_________) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), of the Securities, and may have filed one or more amendments thereto, copies of which have heretofore been delivered to you. The registration statement, including the prospectus, financial statements and exhibits, when it shall become effective, and such additional information, if any, with respect to the offering permitted to be omitted from such registration statement when it becomes effective if subsequently filed with the Commission pursuant to Rule 430A of the General Rules and Regulations of the Commission under the Securities Act (the "Rules under the Securities Act"), is hereinafter called the "Registration Statement" and the final prospectus included as part of the Registration Statement is herein called the "Prospectus", except that, if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement becomes effective (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) of the Rules under the Securities Act), the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to the Underwriters for such use. The term "Preliminary Prospectus" as used in this agreement means a preliminary prospectus as defined in Rule 430 of the Rules under the Securities Act. The Securities Act, the Securities Exchange Act of 1934, as amended ("Exchange Act"), and the rules and regulations of the Commission promulgated thereunder (are sometimes collectively referred to in this agreement as the “Securities Act Rules "Acts." All contracts and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective documents required by the Commission (the “Effective Date”) are respectively hereinafter referred Acts to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file be filed or submitted in connection with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 so filed or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiressubmitted.

Registration Statement and Prospectus. In connection with the Offering, the Company has The Offerors have prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations (the "Rules and Regulations") of the Commission promulgated thereunder (collectively, the “Securities "Act"), and the Trust Indenture Act Rules and Regulations”of 1939, as amended (the "Trust Indenture Act"); one or more amendments to such ' a registration statement on Form S-1 (File Nos. 333-51271 and 333-51271-01) including a prospectus, relating to the Securities, the Junior Subordinated Debentures and the Guarantee, that may have been or may be amended; each such amendment was so prepared and filed. The registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; the prospectus in the form first provided to the Underwriters by the Offerors in connection with the offering and sale of the “Securities (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that if any revised prospectus shall be provided to the Underwriters by the Offerors for use in connection with the offering of the Securities that differs from the Prospectus (i) if whether or not any such revised prospectus is required to be filed by the Company files a post-effective amendment Offerors pursuant to such registration statementRule 424(b)), then the term “Registration Statement” shall, "Prospectus" shall refer to the revised prospectus from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer time it is first provided to the amended 2 Underwriters for such use; and each preliminary prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time included in the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-178651) on Form S-11 for the registration of the Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); and one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is was first declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Common Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, ,” “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively called the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3, including a prospectus, relating to, among other things, its common stock, $0.01 par value per share, and the prospectus contained thereinhas filed with, as finally amended at the date the registration statement is declared effective by or transmitted for filing to, the Commission a prospectus supplement (the “Effective Date”"Prospectus Supplement") are respectively hereinafter referred specifically relating to as the “Shares pursuant to Rule 424 under the Act. The term "Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to " means such registration statement, then including the exhibits thereto, as amended to the date of this Agreement. The term “"Basic Prospectus" means the prospectus included in the Registration Statement” shall, from and after . The term "Prospectus" means the declaration Basic Prospectus together with the Prospectus Supplement in the form first used to confirm sales of the effectiveness of such post-effective amendment by Shares. If the Commission, refer to such Company has filed or files an abbreviated registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company register additional shares of Common Stock pursuant to either Rule 424(b462(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from (the prospectus on file at the time "Rule 462 Registration Statement"), then any reference herein to the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer be deemed to include such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed462 Registration Statement. The term “"preliminary Prospectus” as used herein shall mean prospectus" means a preliminary prospectus related supplement specifically relating to the Shares as contemplated by Rule 430 or Rule 430A of together with the Securities Act Rules and Regulations included at any time as part of the Registration StatementBasic Prospectus. As used herein, the terms “"Registration Statement”, “," "Basic Prospectus," "Prospectus" and "preliminary Prospectus” and “Prospectus” prospectus" shall include in each case the documents, if any, documents incorporated by reference therein. As The terms "supplement" and "amendment" or "amend" as used herein, in this Agreement shall include all documents subsequently filed by the term “Effective Date” also shall refer Company with the Commission pursuant to the effective date Securities Exchange Act of each post-effective amendment 1934, as amended (the "Exchange Act"), that are deemed to be incorporated by reference in the Registration Statement, unless the context otherwise requiresProspectus.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement ------------------------------------- on Form S-1 (File No. 333- ) on Form S-11 for ), including a form of prospectus, relating to the registration Securities has been prepared by the Company in conformity with the requirements of the Shares under the Securities Act of 1933, as amended (the “"Securities Act”"), and the rules -------------- and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”); ") of the Securities and Exchange --------------------- Commission (the "Commission") thereunder and has been filed by the Company with ---------- the Commission. The Company may have filed one or more amendments thereto, including the related preliminary prospectus, each of which has previously been furnished to you. The Company will next file with the Commission either (i) prior to effectiveness of such registration statement, a further amendment to such registration statement have been (including the form of final prospectus) or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”ii) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to after effectiveness of such registration statement, then a final prospectus in accordance with Rules 430A and 424(b)(1) or (4). In the term “Registration Statement” shall, from and after the declaration case of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and clause (ii) if above, the prospectus filed Company has included in such registration statement, as amended at the Effective Time (as defined below), all information (other than information permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("Rule 430A Information")) required by the Company pursuant to either Rule 424(b) or 424(c) of the --------------------- Securities Act and the Rules and Regulations to be included in the final prospectus with respect to the Securities and the offering thereof. As filed, such amendment and form of final prospectus, or such final prospectus, shall differ from contain all Rule 430A Information, together with all other such required information, with respect to the prospectus on file Securities and the offering thereof and, except to the extent the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the execution of this Agreement (this "Agreement") or, to the extent not completed at such time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company has advised you, prior to the execution of this Agreement, will be included or made therein. For purposes of this Agreement, "Effective Time" means the date and time the Registration Statement as of which such registration statement, or the most recent post-effective amendment thereto, if any, shall have become effectivewas or is declared effective by the Commission, then and "Preliminary Prospectus" means each prospectus included in such registration statement, or amendments thereof, before it becomes effective under the term “Prospectus” shall refer to such Securities Act, any prospectus filed with the Commission by the Company pursuant to either Rule 424(b424(a) or 424(c)and the prospectus included in the Registration Statement at the Effective Time that omits Rule 430A Information. Such registration statement, as amended at the case may beEffective Time, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or including all Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documentsInformation, if any, incorporated by reference therein. As used herein, is hereinafter referred to as the term “Effective Date” also shall refer "Registration Statement," and the form of prospectus relating to the effective date of each post-effective amendment Securities, as first filed with the Commission pursuant to and in accordance with Rule 424(b) or, if no such filing is required, as included in the Registration Statement, unless Statement is hereinafter referred to as the context otherwise requires"Prospectus."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and duly filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 and S-1 (File No. 333-___) including a prospectus, relating to the prospectus contained therein, as finally amended at Shares. To the date extent the registration statement has been amended, each such amendment has been prepared and duly filed with the Commission. The registration statement, as amended, at the time when it became or becomes effective, including all financial schedules and exhibits thereto and all of the information (if any) deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430A under the Act ("Rule 430A"), is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “"Registration Statement” "; the prospectus in the form first provided to the Underwriters by the Company in connection with the offering and sale of the “Shares (whether or not required to be filed pursuant to Rule 424(b) under the Act ("Rule 424(b)")) is hereinafter referred to as the "Prospectus”, ," except that (i) if any revised prospectus shall be provided to the Underwriters by the Company files a post-effective amendment to such registration statement, then for use in connection with the term “Registration Statement” shall, from and after the declaration offering of the effectiveness of Shares that differs from the Prospectus (whether or not any such post-effective amendment by the Commission, refer revised prospectus is required to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus be filed by the Company pursuant to either Rule 424(b) or 424(c) of under the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretoAct), if any, shall have become effective, then the term “"Prospectus” " shall refer to such the revised prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which time it shall have been filedis first provided to the Underwriters for such use. The term “preliminary Prospectus” as used herein shall mean a Each preliminary prospectus related included in the Registration Statement prior to the Shares time it became or becomes effective is herein referred to as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary a "Preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires."

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a A registration statement on Form S-1 (File No. 333- ) on Form S-11 for with respect to the registration Securities, including a preliminary form of prospectus, has been prepared by the Shares under Company in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities "Act”"), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act "Rules and Regulations”)") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission; one or more amendments to such registration statement have also been or may be so prepared and have been, or will be, so filed. The ; and, if the Company has elected to rely upon Rule 462(b) of the Rules and Regulations ("Rule 462(b)") to increase the size of the offering registered under the Act, the Company will prepare and file with the Commission a registration statement on Form S-11 with respect to such increase pursuant to Rule 462(b). Copies of such registration statement(s) and amendments and each related preliminary prospectus have been made available to you. If the prospectus contained thereinCompany has elected not to rely upon Rule 430A of the Rules and Regulations, as finally amended at ("Rule 430A") the date Company has prepared and will promptly file an amendment to the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if an amended prospectus. If the Company files has elected to rely upon Rule 430A, it will prepare and file a post-effective amendment prospectus pursuant to such registration statement, then the term “Registration Statement” shall, from and after the declaration Rule 424(b) of the effectiveness Rules and Regulations ("Rule 424(b)") that discloses the information previously omitted from the prospectus in reliance upon Rule 430A. Each part of such post-effective amendment by the Commission, refer to such registration statement as amended at the time it is or was declared effective by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and and, in the event of any amendment thereto after the effective date, each part of such registration statement as so amended (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, but only from and after the effectiveness of such amendment, or the date on which it shall have been filed. The term “preliminary Prospectus” as is first used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A after effectiveness of the Securities Act Rules and Regulations included at any time as part registration statement, in the case of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.information

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333- ) on Form S-11 for 333-163278), including a preliminary prospectus, relating to the Shares and such amendments to the registration statement and prospectus included therein as may have been required to the date hereof. The Company will file with the Commission either: (i) prior to effectiveness of such registration statement, a further amendment thereto, including a form of prospectus, and if required after effectiveness of such registration statement, a final prospectus in accordance with Rule 424(b) of the Shares rules and regulations (“Rules and Regulations”) under the Securities Act of 1933, as amended (the “Securities Act”); or (ii) after effectiveness of such registration statement, a final prospectus in accordance with Rules 430A and the rules and regulations 424(b) of the Commission promulgated thereunder (the “Securities Act Rules and Regulations. Any such preliminary prospectus and any prospectus included in the registration statement at the time it becomes effective that omits information pursuant to Rule 430A of the Rules and Regulations, is referred to herein as a “preliminary prospectus”); one or more amendments such registration statement, as it may have been amended at the time when it becomes effective, including financial statements, exhibits and the information, if any, deemed to be a part of such registration statement have been or may be so prepared by virtue of Rule 430A of the Rules and filed. The registration statement on Form S-11 and the prospectus contained thereinRegulations, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to herein as the “Registration Statement” ”; the preliminary prospectus that was included in the Registration Statement immediately prior to the time it became effective is referred to herein as the “Pricing Prospectus”; such final form of prospectus, in the form in which it was first filed pursuant to Rule 424(b) of the Rules and Regulations or, if no filing pursuant to Rule 424(b) of the Rules and Regulations is made, in the form included in the Registration Statement at the time it becomes effective, is referred to herein as the “Prospectus”; and, except that (i) if applicable, any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”. If the Company files a post-effective amendment has filed an abbreviated registration statement to such registration statementregister additional Ordinary Shares pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall, from and after the declaration of the effectiveness of shall be deemed to include such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the 462 Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended amended, and the rules and regulations of the Commission thereunder (collectively, the “Act”), a shelf registration statement on Form S-3 (file number 333-149463) under the Act (“Registration Statement 333-149463”), which registration statement included a prospectus dated March 10, 2008 (the “Securities ActBasic Prospectus”), relating to up to $140,000,000 aggregate offering price of the Shares and the Preferred Shares, and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement (the “Prospectus Supplement”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424. Registration Statement 333-149463, including any amendments thereto filed prior to the Execution Time, became effective on March 10, 2008. Except where the context otherwise requires, Registration Statement 333-149463 on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called the “Prospectus”; and the term “Preliminary Prospectus” means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the date and time that this Agreement is executed and delivered by the parties hereto (the “Execution Time”) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, attached and listed in Schedule II hereto or that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package (as defined below), if any, taken together, are hereafter collectively called the “Disclosure Package.” Any reference in this Agreement to the Registration Statement, the Disclosure Package, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act (the “Incorporated Documents”), as of each Effective Date or the Execution Time or the date of the Prospectus, as the case may be (it being understood that the several specific references in this Agreement to documents incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus are for clarifying purposes only and are not meant to limit the inclusiveness of any other definition herein). For purposes of this Agreement, all references to the Registration Statement, the Disclosure Package or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” “stated” or “described” in the Registration Statement, the Disclosure Package or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Disclosure Package or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Disclosure Package or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and RegulationsExchange Act”); one , which is or more amendments is deemed to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and incorporated by reference in the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and , the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement Disclosure Package or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “"Commission”") a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and Regulations”"Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 S-3 under the Act (the "registration statement"), including a prospectus relating to the maximum number of shares of Common Stock (the "Shares") issuable by the Company upon conversion of the Debentures and the prospectus contained thereinin accordance with this Agreement. The Company has also filed such amendments thereto, if any, as finally amended at may have been required to the date hereof and will file, if required, on or prior to the effective date of the registration statement is declared one or more additional amendments thereto. As used in this Agreement, the term "Registration Statement" means such registration statement in the form in which it becomes effective and includes all financial statements, reports and documents incorporated by reference therein and not required to be filed therewith by Form S-3 under the Act (the "Incorporated Documents"), filed in accordance with the Securities Exchange Act of 1934, as amended, and the rules, regulations and forms of the Commission thereunder (collectively, the “Effective Date”"Exchange Act") are respectively hereinafter referred to as on or before the “date on which the Registration Statement” and the “Prospectus”Statement becomes effective; provided, except however, that (i) if the Company files a post-any documents pursuant to Section 13 or 14 of the Exchange Act after the time the Registration Statement becomes effective amendment and prior to such registration statementthe termination of the offering of the Common Stock by the Purchasers, then which documents are deemed to be incorporated by reference into the Registration Statement or the Prospectus, the term “Registration Statement” shall, "Incorporated Documents" shall include the documents so filed from and after the declaration of the effectiveness of such post-effective amendment by time said documents are filed with the Commission. The term "Prospectus" means the prospectus, refer to such registration statement as amended by such post-effective amendmentincluding any Incorporated Documents, and the term “Prospectus” shall refer to the amended prospectus then on file with the CommissionCommission at the time the Registration Statement becomes effective; provided, and (ii) however, that if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities rules and regulations of the Commission under the Exchange Act Rules and Regulations shall differ differs from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment theretosuch prospectus, if any, shall have become effective, then the term “"Prospectus” " shall refer to such prospectus filed pursuant to either the Rule 424(b) or 424(c), as the case may be, Prospectus from and after the date on which time it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related is mailed or otherwise delivered to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requiresCommission for filing.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-149899), for the registration of the up to $1,237,500,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a registration statement on Form S-11 F-1 (File No. 333-212491), including a prospectus subject to completion, relating to the Offered Securities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it becomes effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement.” The prospectus in the form included in the Registration Statement or, if the prospectus contained thereinincluded in the Registration Statement omits certain information in reliance upon Rule 430A under the Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus, as finally amended at so filed, is referred to in this Agreement as the date “Prospectus.” If the Company files another registration statement with the Commission to register a portion of the Offered Securities pursuant to Rule 462(b) under the Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement is on Form F-1 (File No. 333-212491) and the Rule 462 Registration Statement, if any, as each such registration statement may be amended pursuant to the Act as of the date and time as of which such Registration Statement, or the most recent post-effective amendment thereto, was declared effective by the Commission (the “Effective Date”). The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus.” A registration statement on Form F-6 (File No. 333-212638) are respectively relating to the ADSs has been filed with the Commission and has become effective (such registration statement on Form F-6, including all exhibits thereto, as amended at the time such registration statement becomes effective, being hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “ADS Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires).

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-184308), for the registration of the up to $200,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective solely with respect to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date effectiveness of each post-effective amendment such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-___) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c(c), as the case may be, as amended or supplemented pursuant to Rule 424(b) or (c), from and after the date on which it such prospectus and any amendments or supplements thereto shall have been filed. The , and (iii) prior to the Effective Date the term “preliminary Registration Statement” shall refer to the registration statement, as amended and the term “Prospectus” as used herein shall mean a refer to the most recent preliminary prospectus related to included in the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statementregistration statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “CommissionSEC”) a registration statement (File Registration No. 333- 333-[ ]) on Form S-11 that has become effective for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the applicable rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to ) of the SEC promulgated thereunder. Copies of such registration statement as initially filed and each amendment thereto have been or may will be so prepared and fileddelivered to the Dealer Manager. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the effective date of the registration statement is declared effective by the Commission (the “Effective Date”) ), are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (iif the Company files a prospectus or prospectus supplement pursuant to Rule 424(b) under the Securities Act, or if the Company files a post-effective amendment to such registration statementthe Registration Statement, then the term “Registration StatementProspectus” shall, from and after includes the declaration of prospectus filed pursuant to Rule 424(b) or the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by prospectus included in such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used hereinIf a separate registration statement is filed and becomes effective solely with respect to shares of the Company’s common stock offered pursuant to the DRP, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such registration statement and prospectus contained therein from and after the effective date of each post-effective amendment effectiveness of such registration statement, as such registration statement and prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-182340), for the registration of the up to $3,500,000,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with the Offering, the Company Trust has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-194162) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company Trust files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company Trust pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an effective registration statement on Form S-11 (File No. 333- ) on Form S-11 333-149899), for the registration of the up to $1,237,500,000 in Shares under the Securities Act of 1933, as amended (the “Securities Act”), ) and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 statement, as amended, and the prospectus contained thereinprospectus, as finally amended or supplemented, on file with the Commission at the date Effective Date (as defined below) of the registration statement is declared effective by (including financial statements, exhibits and all other documents related thereto filed as a part thereof or incorporated therein), and any registration statement filed under Rule 462(b) of the Commission (the “Effective Date”) Securities Act, are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, ,” except that (i) if the Company files Registration Statement is amended by a post-effective amendment to such registration statementamendment, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commissionamendment, refer to such registration statement the Registration Statement as so amended by such post-effective amendment, and the term “Prospectus” shall refer to the Prospectus as so amended prospectus then on file with the Commissionor supplemented to date, and (ii) if the prospectus any Prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus Prospectus on file at the time the Registration Statement or the most recent any post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus the Prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, of such Rules from and after the date on which it shall have been filedfiled with the Commission. The term “preliminary Prospectus” as used herein shall mean Further, if a preliminary prospectus related separate registration statement is filed and becomes effective with respect solely to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the DRIP (a “DRIP OC\1079834.2 Xxxxx Watermark Selected Dealer Agreement Registration Statement. As used herein”), the terms term “Registration Statement” shall refer to such DRIP Registration Statement from and after the declaration of effectiveness of such DRIP Registration Statement, as such registration statement may be amended or supplemented from time to time. If a separate prospectus is filed and becomes effective with respect solely to the DRIP (a “DRIP Prospectus”), “preliminary Prospectus” and the term “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to such DRIP Prospectus from and after the effective date declaration of each post-effective amendment effectiveness of such DRIP Prospectus, as such prospectus may be amended or supplemented from time to the Registration Statement, unless the context otherwise requirestime.

Registration Statement and Prospectus. In connection with (a) The Company and the Offering, the Company has Trust have prepared and filed with the Securities and Exchange Commission (the “"Commission”) a registration statement (File No. 333- ) on Form S-11 for the registration of the Shares "), under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “"Securities Act Rules and Regulations”Act"); one or more amendments to such registration statement have been or may be so prepared and filed. The , a combined registration statement on Form S-11 S-4 (Reg. No. 333-62838) and Form S-3 (Reg. No. 333-62850), including a Prospectus (as hereinafter defined), covering the registration of the Additional Securities, the Guarantee, the Debentures, the shares of the common stock, par value $1.00 per share of the Company (the "Fleetwood Common Stock"), issuable upon conversion of the Additional Securities and the prospectus contained thereinDebentures (the "Conversion Shares"), as finally amended and the shares of Fleetwood Common Stock (the "Interest Shares" and together with the "Conversion Shares", the "Shares") that may be issued solely at the date Company's option as payment of interest on the registration statement is declared effective by Debentures in accordance with the Commission (terms of the “Effective Date”) are respectively hereinafter referred to as the “Indenture. The term "Registration Statement” and the “Prospectus”," as used in this Agreement, except that (i) if the Company files a post-effective amendment to shall mean such registration statement, then including the term “Registration Statement” shallexhibits thereto and any documents incorporated by reference therein, from and after in the declaration form in which it becomes effective and, in the event of any amendment or supplement thereto or the effectiveness filing of such post-effective amendment by the Commission, refer to such any abbreviated registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c462(b) of the Securities Act Rules and Regulations shall differ from relating thereto after the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if anydate of such registration statement, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, also mean (from and after the date on which it shall have been filedeffectiveness of such abbreviated registration statement) such registration statement as so amended or supplemented, together with any such abbreviated registration statement. The term “preliminary final prospectus included in the Registration Statement (including any documents incorporated in the Prospectus by reference) is herein called the "Prospectus” as used herein shall mean a preliminary ," except that if the final prospectus related furnished to the Shares as contemplated by Rule 430 or Rule 430A of Placement Agent for use in connection with the Securities Act Rules and Regulations included at any time as part of Cash Offer differs from the prospectus set forth in the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used hereinStatement (whether or not such prospectus is required to be filed pursuant to Rule 424(b)), the term “Effective Date” also "Prospectus" shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.final prospectus

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Act”), an automatic shelf registration statement, as defined in Rule 405, on Form S-3 (file number 333-157583) under the Act (“Registration Statement 333-157583”), which registration statement included a combined prospectus dated February 27, 2009 (the “Securities Act Rules and RegulationsBasic Prospectus”); one , relating to an indeterminate aggregate offering price or more amendments number of, among other securities, the Shares, the Preferred Shares and shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) issuable upon conversion of the Preferred Shares (the “Conversion Shares”), and has filed with, or transmitted for filing to, or shall promptly hereafter file with or transmit for filing to, the Commission a supplement to the prospectus included in such registration statement have been or may be so prepared (the “Prospectus Supplement”) specifically relating to the Shares, the Preferred Shares and filedthe Conversion Shares and the plan of distribution thereof pursuant to Rule 424. The Registration Statement 333-157583, including any amendments thereto filed prior to the Execution Time, became effective upon filing. Except where the context otherwise requires, Registration Statement 333-157583, on each date and time that such registration statement on Form S-11 and the prospectus contained thereinany post-effective amendment or amendments thereto became or becomes effective (each, as finally amended at the date the registration statement is declared effective by the Commission (the an “Effective Date”), including all documents filed as part thereof and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) and deemed part of such registration statement, collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Basic Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer means any preliminary form of the Prospectus Supplement. The Basic Prospectus together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the amended prospectus then on file with the Commission, date and (ii) if the prospectus filed time that this Agreement is executed and delivered by the Company pursuant to either Rule 424(b) or 424(c) of parties hereto, as set forth on Schedule II hereto (the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(cExecution Time”), is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related defined in Rule 433) relating to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms is hereafter called an “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.Issuer Free Writing

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-[ • ]) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 333-197476) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.. 1 (b)

Registration Statement and Prospectus. In The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Rxxx, acting as sales agent and/or principal, shares (the “Shares”) of its authorized but unissued common stock, par value 0.00001 per share, having an aggregate gross sales price of up to Ten Million Dollars ($10,000,000) (the “Maximum Amount”). The shares of common stock, par value $0.00001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate sale price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and Rxxx shall have no obligation in connection with such compliance. The issuance and sale of the OfferingShares through Rxxx will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company agrees that whenever it determines to sell Shares directly to Rxxx as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333- 333-197820) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more ) of the Commission thereunder, and such amendments to such registration statement (including post-effective amendments) as may have been or may be so prepared and filedrequired to the date of this Agreement. The Such registration statement on Form S-11 and the prospectus contained thereinstatement, as finally amended at the date the registration statement is (including any post-effective amendments), has been declared effective by the Commission Commission. Such registration statement, at any given time, including amendments thereto to such time (including post-effective amendments), the “Effective Date”) are respectively hereinafter referred exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to as Item 12 of Form S-3 under the Securities Act at such time and the documents and information otherwise deemed to be a part thereof or included therein by Rule 430B under the Securities Act or otherwise pursuant to the Rules and Regulations at such time, is herein called the “Registration Statement” and the “Prospectus.”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 216891 ) on Form S-11 S-1 for the registration of the Shares Units under the Securities Act of 1933, as amended 1933 (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 S-1 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares Units as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of the Registration Statement and of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

Registration Statement and Prospectus. In connection with the Offering, the The Company has prepared and filed on June 15, 2016 with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- ) on Form S-11 for ), in accordance with the registration provisions of the Shares under the Securities Act of 1933, as amended (the “Securities Act”)amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Securities Act Rules and RegulationsAct”); one or more amendments to such registration statement have been or may be so prepared and filed. The , a shelf registration statement on Form S-11 and S-3 (File No. 333-212049) (the “Base Registration Statement”), including the prospectus contained thereintherein (the “Base Prospectus”) relating to the issuance of up to $500,000,000 of shares of Common Stock, as finally amended at the date the registration statement is shares of preferred stock, depositary shares, warrants, common stock purchase rights in unallocated amounts and guarantees of debt securities which was declared effective by the Commission on June 24, 2016. The Company shall promptly hereafter file with, or transmit for filing to, the Commission a supplement to the Base Prospectus (the “Prospectus Supplement”) specifically relating to the Shares and the plan of distribution thereof pursuant to Rule 424(b) under the Securities Act. Except where the context otherwise requires, the Base Registration Statement, on each date and time that such registration statement and any post-effective amendment or amendments thereto became or becomes effective (each, an “Effective Date”), including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act and deemed part of such registration statement by virtue of Rule 430(B) of the Securities Act (the “Rule 430B Information”), collectively, are respectively hereinafter referred to as herein called the “Registration Statement,” and the Base Prospectus, as supplemented by the final Prospectus Supplement, in the form first used by the Company in connection with confirmation of sales of the Shares, including the financial statements, exhibits and schedules thereto filed as part thereof or incorporated by reference therein, is herein called the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, ; and the term “Preliminary Prospectus” shall refer to means each preliminary form of the amended prospectus then on file Prospectus Supplement used in connection with the Commissionoffering of the Shares that omitted Rule 430B Information, and (ii) if including the prospectus related Base Prospectus in the form first filed by the Company pursuant to either Rule 424(b) or 424(cunder the Securities Act. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) of under the Securities Act Rules and Regulations (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall differ from be deemed to include the prospectus on file at the time the Base Registration Statement and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The Base Prospectus, together with the Preliminary Prospectus, as amended or supplemented, immediately prior to the most recent post-effective amendment theretoApplicable Time (as defined below) is hereafter called the “Pricing Prospectus,” and any “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) relating to the Shares is hereafter called an “Issuer Free Writing Prospectus.” The “Applicable Time” shall mean 8:00 a.m. (Eastern Time) on December 8, 2016 or such other time as agreed by the Company and the Representatives. The Pricing Prospectus, as supplemented by the Issuer Free Writing Prospectuses, if any, listed in Schedule II-1 hereto, the pricing information listed in Schedule II-2 hereto, and any other information that the parties hereto shall have become effectivehereafter expressly agree in writing to treat as part of the Time of Sale Information (as defined below) all considered together, then are hereafter collectively called the term “Time of Sale Information.” Any reference in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus” , the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to such prospectus filed and include any documents incorporated by reference therein pursuant to either Rule 424(b) Item 12 of Form S-3 under the Securities Act (the “Incorporated Documents”), as of each Effective Date or 424(c)the Applicable Time or the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, from and after shall include any copy thereof filed with the date on which it shall have been filedCommission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). The term “preliminary copies of each Preliminary Prospectus” as used herein shall mean a preliminary prospectus related , each Issuer Free Writing Prospectus that is required to be filed with the Shares as contemplated by Commission pursuant to Rule 430 or Rule 430A of 433 under the Securities Act Rules and Regulations included at the Prospectus and any time as part amendments or supplements to any of the Registration Statement. As used hereinforegoing, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer that have been delivered to the effective date Underwriters in connection with the offering of each postthe Shares (whether to meet the request of purchasers pursuant to Rule 173(d) under the Securities Act or otherwise) were identical to the electronically transmitted copies thereof filed with the Commission pursuant to EXXXX, except to the extent permitted by Regulation S-effective T. Any reference to any amendment or supplement to the Registration Statement, unless any Preliminary Prospectus or the context otherwise requiresProspectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3.

Registration Statement and Prospectus. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333- 202135) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.