Common use of Covenants of the Company and the Manager Clause in Contracts

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) under the Securities Act. Prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The Company shall notify you promptly (and, if requested by the Representative, confirm such notice in writing) (A) when any amendments to the Registration Statement become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of the Representative, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure Package, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the Representative, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representative an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (viii) During the period of 90 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Representative, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Existing Equity Incentive Plans”), (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement. During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the Representative, except for registration statements on Form S-8 or Form S-3, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. The Company will cause each of the persons and entities described in Section 8(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV hereto to the Underwriters by the Initial Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative, any co-managers, the Manager and each of the persons and entities described in Section 8(i) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: (A) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (x) The Company will use its best efforts to maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four taxable years ended December 31, 2009 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 p.m. (Eastern) on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other Procedures. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager hereby covenants and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of the Representative, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will co

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) and Rule 430A or 430C under the Securities Act. Prior ; prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The ; the Company shall notify you promptly (and, if requested by the Representative, confirm such notice in writing) (A) when any amendments to the Registration Statement and any amendments thereto become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to to, the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in Prospectus or the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure PackageProspectus, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, Act any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement or omission or effect such compliance compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of the Representative, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package Prospectus or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus; and the Company has caused there to be made available at least one version of a “bona fide electronic road show” (as defined in Rule 433 under the Securities Act) in a manner that causes the Company not to be required, pursuant to Rule 433(d) under the Securities Act, to file with the Commission any road show. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure PackageProspectus, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) 10:00 A.M., New York time, on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the Representative, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As The Company will make generally available to its security holders as soon as practicable after the Effective Date and practicable, but in any event not later than 16 twelve months after the effective date hereofof the Registration Statement (as defined in Rule 158(c) under the Securities Act), to make generally available to the Company’s security holders and to deliver to the Representative an earnings statement of the Company and its subsidiaries the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and RegulationsRegulations (including, at the option of the Company, Rule 158). (viii) During the period of 90 180 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Representative, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, ; (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, ; or (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (the “Existing Equity Incentive Plans”), (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement. During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing foregoing, without the prior written consent of the Representative, except for (A) resale registration statements on Form S-11, and any amendments and supplements thereto (a “Resale Form S-11”), as required to comply with the Company’s obligations under its registration rights agreement dated as of May 22, 2008, and (B) registration statements on Form S-8 or Form S-3S-11, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. The Company will cause (i) each of the persons and entities described in Section 8(i8(h)(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV IV-A hereto to the Underwriters by the Initial Closing Date (as defined below) and (ii) each of the persons and entities described in Section 8(h)(ii) hereof to execute and deliver a lock-up agreement substantially in the form of Annex IV-B hereto to the Underwriters by the Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative, any co-managers, the Manager and each of the persons and entities described in Section 8(i8(h) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: (Ai) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (Bii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (Ciii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (x) The Company will use its best efforts to list the Shares, subject to notice of issuance, on the NYSE and maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four taxable years ended December 31, 2009 2006, December 31, 2007 and December 31, 2008 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 10:00 p.m. (Eastern) Eastern time), on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other Procedures. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xv) The Company has complied and will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Reserved Shares are offered. (xvi) In connection with the Directed Share Program, to ensure that the Directed Shares will be restricted from sale, transfer, assignment, pledge or hypothecation to the same extent as sales and dispositions of Common Stock by the Company are restricted pursuant to Section 5(a)(viii), Barclays Capital Inc. will notify the Company as to which Directed Share Participants will need to be so restricted. At the request of Barclays Capital Inc., the Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time as is consistent with Section 5(a)(viii). Should the Company release, or seek to release, from such restrictions any of the Directed Shares, the Company agrees to reimburse the Underwriters and Barclays Capital Inc. for any reasonable expenses (including, without limitation, legal expenses) they incur in connection with such release. (xvii) The Company will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager Manager, hereby covenants covenant and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of the Representative, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will cowoul

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) under the Securities Act. Prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The Company shall notify you promptly (and, if requested by the Representative, confirm such notice in writing) (A) when any amendments to the Registration Statement become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of the Representative, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative Representatives promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure Package, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the Representative, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative Representatives may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representative Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (viii) During the period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the RepresentativeRepresentatives, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Existing Equity Incentive Plans”), and (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement). During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the Representative, except for registration statements on Form S-8 or Form S-3, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive PlansRepresentatives. The Company will cause each of the persons and entities described in Section 8(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV hereto to the Underwriters by the Initial Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the RepresentativeRepresentatives, any co-managers, the Manager and each of the persons and entities described in Section 8(i) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative Representatives at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: (A) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (x) The Company will use its best efforts to maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four taxable years ended December 31, 2006 through December 31, 2009 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 p.m. 9 a.m. (Eastern) on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other Procedures. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager hereby covenants and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of the Representative, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will co.

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company Company, hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) and Rule 430A or 430C under the Securities Act. Prior ; prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The ; the Company shall notify you promptly (and, if requested by the RepresentativeBear ▇▇▇▇▇▇▇, confirm such notice in writing) (A) when any amendments to the Registration Statement and any amendments thereto become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to to, the Registration Statement, the Pricing Disclosure Package, the any Preliminary Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Packageany Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the RepresentativeBear ▇▇▇▇▇▇▇) that will correct such statement or omission or effect such compliance compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of each of the RepresentativeRepresentatives, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V III hereto and any electronic road show previously approved by the RepresentativeBear ▇▇▇▇▇▇▇, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package Prospectus or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative Bear ▇▇▇▇▇▇▇ promptly and, if requested by the RepresentativeRepresentatives, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the RepresentativeBear ▇▇▇▇▇▇▇) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus; and the Company has caused there to be made available at least one version of a “bona fide electronic road show” (as defined in Rule 433 under the Securities Act) in a manner that causes the Company not to be required, pursuant to Rule 433(d) under the Securities Act, to file with the Commission any road show. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure PackageProspectus, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) 10:00 A.M., New York time, on the second business day after next succeeding the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the RepresentativeLead Managers, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative Lead Managers may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As The Company will make generally available to its security holders as soon as practicable after the Effective Date and practicable, but in any event not later than 16 twelve months after the effective date hereofof the Registration Statement (as defined in Rule 158(c) under the Securities Act), to make generally available to the Company’s security holders and to deliver to the Representative an earnings statement of the Company and its subsidiaries the Subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and RegulationsRegulations (including, at the option of the Company, Rule 158). (viii) During the period of 90 180 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the RepresentativeRepresentatives, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, ; (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, ; or (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus (the “Existing Equity Incentive Plans”), (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement. During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the Representativeforegoing, except for (A) a resale registration statement on Form S-11, and any amendments and supplements thereto (the “Resale Form S-11”), as required to comply with the Company’s obligations under its registration rights agreement, dated as of December 8, 2006 (the “Registration Rights Agreement”), and (B) registration statements on Form S-8 or or, if applicable, Form S-3S-11, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. The Company will cause each of the persons and entities described in Section 8(i8(h) hereof to execute and deliver a lock-up agreement in the form of Annex IV II hereto to the Underwriters by the Initial Closing DateDate (as defined below). Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative Representatives waives, in writing, such extension. The Company will provide the RepresentativeLead Managers, any co-managers, the Manager and each of the persons and entities described in Section 8(i8(h) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the effective date of this Agreementthe Registration Statement, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Representative at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Company, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: and will deliver to you (Ai) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as they are available, copies of any report reports, financial statements and proxy or communication information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company mailed is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial information to be on a consolidated basis to the extent the accounts of the Company and the Subsidiaries are consolidated in reports furnished to its security holders generally or to holders of its capital stockthe Commission). (x) The Company will use its best efforts to list the Shares, subject to notice of issuance, on the NYSE and maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package Prospectus and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four taxable years year ended December 31, 2009 2006 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 10:00 p.m. (Eastern) Eastern time), on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c111(b) under the Commission’s Informal and Other ProceduresSecurities Act. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (xv) The Company has complied and will comply with all applicable securities and other applicable laws, rules and regulations in each foreign jurisdiction in which the Reserved Shares are offered. (xvi) The Company will cause each Directed Share Participant to execute a lock-up agreement in the form of Annex II hereto and otherwise to cause the Reserved Shares to be restricted from sale, transfer, assignment, pledge or hypothecation to such extent as may be required by the FINRA and its rules, and to direct the transfer agent to place stop transfer restrictions upon such Reserved Shares during the Lock-Up Period or any such longer period of time as may be required by the FINRA and its rules; and to comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Reserved Shares are offered in connection with the Directed Share Program. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager Manager, hereby covenants covenant and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of each of the RepresentativeRepresentatives, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V III hereto and any electronic road show previously approved by the RepresentativeBear ▇▇▇▇▇▇▇, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package Prospectus or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will coUnder

Covenants of the Company and the Manager. (a) In addition to The Company covenants with the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters thatDealer Manager as follows: (i) The Company shall prepare will use its best efforts to cause the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) Registration Statement to become effective under the Securities Act. Prior , and will advise the Dealer Manager promptly as to the last date on time at which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. any amendments thereto (including any post-effective amendment) becomes so effective. (ii) The Company shall will notify you promptly (andthe Dealer Manager immediately, if requested by and confirm the Representative, confirm such notice in writing) , (A) when any amendments to of the effectiveness of the Registration Statement become effectiveand any amendment thereto (including any post-effective amendment), (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment of or supplement to the Registration Statement or any amendment or supplement to the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings thereforefor that purpose, (FE) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares or the Rights for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for that purposejurisdiction. If the Commission shall propose or enter a stop order at any time, the The Company will make every reasonable effort to prevent the issuance of any stop order described in subsection (D) hereunder and, if any such stop order and, if is issued, to obtain the lifting of such order as soon as possible. thereof at the earliest possible moment. (iii) The Company shall will give the Dealer Manager notice of its intention to file promptly all reports and any definitive proxy amendment to the Registration Statement (including any post-effective amendment) or information statements any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Dealer Manager in connection with the Offer, which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether such revised prospectus is required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 Rule 497(b) or 15(dRule 497(h) of the Exchange Securities Act subsequent Rules and Regulations), whether pursuant to the date Investment Company Act, the Securities Act, or otherwise, and will furnish the Dealer Manager with copies of the Prospectus and for so long any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the delivery of a prospectus is required in connection with case may be, and will not file any such amendment or supplement to which the offering Dealer Manager or sale of counsel for the SharesDealer Manager shall reasonably object. (iiiv) If at any time when a prospectus relating The Company will, without charge, deliver to the Shares Dealer Manager, as soon as practicable, the number of copies (orone of which is manually executed) of the Registration Statement as originally filed and of each amendment thereto as it may reasonably request, in lieu thereofeach case with the exhibits filed therewith. (v) The Company will, without charge, furnish to the notice referred Dealer Manager, from time to in Rule 173(a) under time during the Securities Act) period when the Prospectus is required to be delivered under the Securities Act, such number of copies of the Prospectus (as amended or supplemented) as the Dealer Manager may reasonably request for the purposes contemplated by the Securities Act or the Securities Act Rules and Regulations. (vi) If any event shall have occurred occur as a result of which it is necessary, in the Pricing Disclosure Package (prior reasonable opinion of counsel for the Dealer Manager, to amend or supplement the availability of the Prospectus) Registration Statement or the Prospectus as then amended or supplemented would, in order to make the Prospectus not misleading in the judgment light of the Underwriters circumstances existing at the time it is delivered to a Holder, the Company will forthwith amend or supplement the Prospectus by preparing and filing with the Commission (and furnishing to the Dealer Manager a reasonable number of copies of) an amendment or amendments of the Registration Statement or an amendment or amendments of or a supplement or supplements to, the Prospectus (in form and substance satisfactory to counsel for the Dealer Manager), at the Company's expense, which will amend or supplement the Registration Statement or the Company, include Prospectus so that the Prospectus will not contain an untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or the Prospectus (or, in lieu thereof, the notice referred is delivered to in Rule 173(a) under the Securities Act) to the purchasera Holder, not misleading. (vii) The Company will endeavor, in cooperation with the Dealer Manager and its counsel, to assist such counsel to qualify the Rights and the Shares for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Dealer Manager may designate and maintain such qualifications in effect for the duration of the Offer; provided, however, that the Company will not be obligated to file any general consent to service of process, or if to comply qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not now so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Rights and the Shares have been qualified as above provided. (viii) The Company will make generally available to its security holders as soon as practicable, but no later than 60 days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 of the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement Regulations) covering a twelve-month period beginning not later than the Pricing Disclosure Package, first day of the Prospectus or Company's second fiscal quarter following the "effective" date (as defined in said Rule 158) of the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iiiix) The For a period of 180 days from the date of this Agreement, the Company will not, without the prior consent of the RepresentativeDealer Manager, (A) make directly or indirectly sell, offer to sell, enter into any offer relating agreement to sell, or otherwise dispose of, any equity or equity related securities of the Company or securities convertible into such securities, other than the Shares that would constitute a “free writing prospectus” as defined and the Common Stock issued in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved by the Representative, reinvestment of dividends or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliancedistributions. (ivx) The Company has complied and will comply with apply the requirements net proceeds from the Offer as set forth under "Use of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Proceeds" in the Prospectus. (vxi) The Company will promptly deliver use its best efforts to each of you and Underwriters’ Counsel a signed copy of cause the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in Shares to be duly authorized for listing by the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure Package, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably requestStock Exchange prior to the time the Shares are issued. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the Representative, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representative an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (viii) During the period of 90 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the Representative, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Existing Equity Incentive Plans”), (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement. During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the Representative, except for registration statements on Form S-8 or Form S-3, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. The Company will cause each of the persons and entities described in Section 8(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV hereto to the Underwriters by the Initial Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waives, in writing, such extension. The Company will provide the Representative, any co-managers, the Manager and each of the persons and entities described in Section 8(i) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: (A) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (xxii) The Company will use its best efforts to maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (xii) The Company has met the requirements to qualify for taxation its qualification as a REIT regulated investment company under the Code for each Subchapter M of its four taxable years ended December 31, 2009 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If The Company will advise or cause the Company elects Subscription Agent to rely upon Rule 462(b) under advise the Securities ActDealer Manager and each Soliciting Dealer from day to day during the period of, and promptly after the termination of, the Company shall file a Rule 462(b) Registration Statement Offer, as to the names and addresses of all Holders exercising Rights, the total number of Rights exercised by each Holder during the immediately preceding day, indicating the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Commission in compliance with Rule 462 by 5:30 p.m. (Eastern) Dealer Manager may reasonably request; and will notify the Dealer Manager and each Soliciting Dealer, not later than 5:00 P.M., New York City time, on the date first business day following the Expiration Date, of this Agreementthe total number of Rights exercised and Shares related thereto, the total number of Rights verified to be in proper form for exercise, rejected for exercise and being processed and, for the Dealer Manager and each Soliciting Dealer, the number of Rights exercised on exercise forms indicating the Dealer Manager or such Soliciting Dealer, as the case may be, as the broker-dealer with respect to such exercise, and as to such other information as the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other ProceduresDealer Manager may reasonably request. (xivb) The Company and the Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or to result in, or that has constituted or which could might reasonably be expected to constitute, cause or result in, constitute the stabilization or manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the sale or resale of the Shares. (b) In addition to ; provided that any action in connection with the other covenants and agreements of the Manager contained herein, the Manager hereby covenants and agrees with each of the Underwriters that: (i) The Manager Company's dividend reinvestment plan will not take, or will cause its affiliates (be deemed to be within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Sharesthis Section 4(b). (iic) The Company and the Manager will notagree that, without except as required by applicable law, any reference to the Dealer Manager in any Offering Materials or any other document or communication prepared, approved or authorized by the Company or the Manager in connection with the Offer is subject to the prior consent approval of the RepresentativeDealer Manager, or cause the Company to, (A) make any offer relating provided that if such reference to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V hereto and any electronic road show previously approved Dealer Manager is required by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectusapplicable law, the Company will or the Manager agree to notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge Dealer Manager within a reasonable time prior to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will cosuch use.

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) under the Securities Act. Prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The Company shall notify you promptly (and, if requested by the RepresentativeRepresentatives, confirm such notice in writing) (A) when any amendments to the Registration Statement become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of the RepresentativeRepresentatives, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V V-II hereto and any electronic road show previously approved by the RepresentativeRepresentatives, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative Representatives promptly and, if requested by the RepresentativeRepresentatives, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the RepresentativeRepresentatives) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure Package, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the RepresentativeRepresentatives, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative Representatives may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representative Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (viii) During the period of 90 30 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the RepresentativeDeutsche Bank Securities Inc., the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Existing Equity Incentive Plans”), and (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement). During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the Representative, except for registration statements on Form S-8 or Form S-3, but solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. Deutsche Bank Securities Inc. The Company will cause each of the persons and entities described in Section 8(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV hereto to the Underwriters by the Initial Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative Deutsche Bank Securities Inc. waives, in writing, such extension. The Company will provide the RepresentativeDeutsche Bank Securities Inc., any co-managers, the Manager and each of the persons and entities described in Section 8(i) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative Representatives, c/o Deutsche Bank Securities Inc. at ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇Equity Capital Markets Syndicate, the following: (A) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (x) The Company will use its best efforts to maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four five taxable years ended December 31, 2009 2006 through December 31, 2010 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 p.m. (Eastern) on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other Procedures. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager hereby covenants and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of the RepresentativeRepresentatives, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V V-II hereto and any electronic road show previously approved by the RepresentativeRepresentatives, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will co.

Covenants of the Company and the Manager. (a) In addition to the other covenants and agreements of the Company contained herein, the Company hereby covenants and agrees with each of the Underwriters that: (i) The Company shall prepare the Prospectus in a form approved by you and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) under the Securities Act. Prior to the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which you shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon. The Company shall notify you promptly (and, if requested by the Representative, confirm such notice in writing) (A) when any amendments to the Registration Statement become effective, (B) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for any additional information, (C) of the Company’s intention to file, or prepare (i) any document incorporated by reference in the Prospectus, or (ii) any supplement or amendment to the Registration Statement, the Pricing Disclosure Package, the Prospectus, any document incorporated by reference in the Prospectus or any Issuer Free Writing Prospectus, (D) of the mailing or the delivery to the Commission for filing of any amendment of or supplement to the Registration Statement, Pricing Prospectus or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (E) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto, or suspending the use of the Pricing Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (F) of the receipt of any comments from the Commission, and (G) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for that purpose. If the Commission shall propose or enter a stop order at any time, the Company will make every effort to prevent the issuance of any such stop order and, if issued, to obtain the lifting of such order as soon as possible. The Company shall file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares. (ii) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement or omission or effect such compliance and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (iii) The Company will not, without the prior consent of the Representative, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V VI hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative Representatives promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will correct such statement, omission or conflict or effect such compliance. (iv) The Company has complied and will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (v) The Company will promptly deliver to each of you and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of such documents for at least five years after the date of filing. The Company will promptly deliver to each of the Underwriters such number of copies of the Pricing Disclosure Package, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus and all amendments of and supplements to such documents, if any, as you may reasonably request. Prior to 6 p.m. (Eastern) on the second business day after the date of this Agreement and from time to time thereafter, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as you may reasonably request. (vi) Promptly from time to time, the Company will use its commercially reasonable efforts, in cooperation with the Representative, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as the Representative Representatives may designate and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process. (vii) As soon as practicable after the Effective Date and in any event not later than 16 months after the date hereof, to make generally available to the Company’s security holders and to deliver to the Representative Representatives an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the Rules and Regulations. (viii) During the period of 90 60 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of the RepresentativeRepresentatives, the Company will not (A) directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or publicly announce the intention to do any of the foregoing, (B) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the Rules and Regulations) with respect to any Relevant Security, or (C) otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration; provided, however, that the Company may (1) issue the Shares as contemplated by this Agreement, (2) issue Common Stock upon (a) the conversion or exchange of currently outstanding securities that are convertible or exchangeable for Common Stock, or (b) the exercise of currently outstanding options or warrants to purchase Common Stock, (3) grant shares of Common Stock, or options to purchase Common Stock, pursuant to any equity incentive plans of the Company that are in effect on the date hereof, each as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Existing Equity Incentive Plans”), and (4) issue Common Stock pursuant to the Company’s Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-167500) (the “Plan Registration Statement”) and (5) file any pre-effective amendments to the Plan Registration Statement). During the Lock-Up Period, the Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing without the prior written consent of the RepresentativeRepresentatives, except for a registration statements statement on Form S-8 or Form S-3, but S-3 solely for the registration of shares of Common Stock that may issued pursuant to any of the Existing Equity Incentive Plans. The Company will cause each of the persons and entities described in Section 8(i) hereof to execute and deliver a lock-up agreement in the form of Annex IV hereto to the Underwriters by the Initial Closing Date. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by the immediately preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless the Representative waivesRepresentatives waive, in writing, such extension. The Company will provide the RepresentativeRepresentatives, any co-managers, the Manager and each of the persons and entities described in Section 8(i) hereof with prior notice of any such announcement that gives rise to an extension of the Lock-Up Period. (ix) During the period of five years from the date of this Agreement, the Company will furnish to the Representative Representatives at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇-▇▇▇-▇▇▇▇, the following: (A) as soon as reasonably practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders’ equity and cash flows for the year then ended and the opinion thereon of the Company’s independent public or certified public accountants; (B) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, FINRA or any securities exchange; and (C) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock. (x) The Company will use its best efforts to maintain the listing of the Shares on the NYSE. (xi) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Registration Statement, the Pricing Disclosure Package and the Prospectus. (xii) The Company has met the requirements to qualify for taxation as a REIT under the Code for each of its four taxable years ended December 31, 2006 through December 31, 2009 and continues to meet the requirements to qualify for taxation as a REIT under the Code. (xiii) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462 by 5:30 p.m. 9 a.m. (Eastern) on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462 Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) under the Commission’s Informal and Other Procedures. (xiv) The Company will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (b) In addition to the other covenants and agreements of the Manager contained herein, the Manager hereby covenants and agrees with each of the Underwriters that: (i) The Manager will not take, or will cause its affiliates (within the meaning of Rule 144 under the Securities Act) to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares. (ii) The Manager will not, without the prior consent of the Representative, or cause the Company to, (A) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Annex V VI hereto and any electronic road show previously approved by the Representative, or (B) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representative promptly and, if requested by the Representative, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance reasonably satisfactory to the Representative) that will co.