Common use of Description of Shares Clause in Contracts

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time proposes to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, (subject to the last sentence of this paragraph of this Section 1) (a) up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stockClass A Shares of Beneficial Interest, par value $0.01 per share (the “Common StockShares”), and (b) up to 1,000,000 shares of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series D Shares"), and/or, (c) up to 1,000,0000 of the Company’s 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series E Shares" and, together with the Series D Shares, the “Series A Preferred Shares,” and, the Preferred Shares together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution this Agreement and on the terms set forth in Section 3 of this Agreement. The Company and the Partnership entered into equity distribution agreements with (i) Citigroup Global Markets Inc. (“Citigroup”), issue and sell through or to KeyBanc Capital Markets Inc.dated as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) ▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co.Co. Incorporated (“Baird”), dated as of April 26, 2017, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (iii) JonesTrading Institutional Services LLC (“JonesTrading”), dated as of April 26, 2017 (each, an “"Alternative Manager” " and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “"Alternative Managers” " and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Other Equity Distribution Agreements”), each ) for the issuance and sale from time to time to or through the Alternative Managers of the Shares on the terms to be set forth in the Other Equity Distribution Agreements. The Manager and the Alternative Managers are collectively referred to herein as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Managers.” This Agreement and pursuant to the Alternative Other Equity Distribution Agreements shall not exceed the Maximum Number.are collectively referred to herein as the

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and having an aggregate gross sales price of up to 1,000,000 shares $300,000,000 (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereofhereof (each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC [*] or [*] (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution AgreementsManagers”), each as sales agent and/or principal, shares of Common Stock having an aggregate gross sales price not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares $300,000,000 for each such Alternative Manager, for an aggregate offering size gross sales price not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares $300,000,000 (the “Maximum NumberAmount”). The aggregate number gross sales price of the Shares that may be sold pursuant to this Agreement and Common Stock that may be sold pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.Amount. The Company has filed not earlier than three years prior to the date hereof, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”), an “automatic shelf registration statement” as defined in Rule 405 under the Act (File No. 333-210425) on Form S-3, including a Basic Prospectus (as defined below), which relates to certain securities, including the Shares which may be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇. ▇▇▇▇▇ FBR, Inc., and ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Co. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets▇. ▇▇▇▇▇ FBR, LLCInc., ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 6,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., Inc. or ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Inc. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 6,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 6,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇. ▇▇▇▇▇ FBR, Inc., ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Equity Distribution Agreement (this “Agreement”), issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and having an aggregate gross sales price of up to 1,000,000 shares $200,000,000 (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company may also enter into one or more forward stock purchase transactions with the Forward Purchaser as set forth in a separate letter agreement, in substantially the form attached hereto as Exhibit A (each, a “Confirmation” and, together, the “Confirmations”). Subject to the terms and conditions herein and therein, under each Confirmation, the Company will deliver to the Forward Purchaser, or an affiliate thereof (including the Manager), up to the maximum number of Shares as may be sold in accordance with this Agreement in connection with such Confirmation. In connection therewith, the Company and the Forward Purchaser understand that the Forward Purchaser, through the Manager, as forward seller and sales agent, will effect sales of Shares on the terms set forth in Section 3 of this Agreement. The Company and the Operating Partnership have also entered into a separate equity distribution agreementsagreement, each dated the date hereofhereof (the “Alternative Distribution Agreement”), pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue or borrow and sell through or to KeyBanc Capital Markets Inc., ▇M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇S▇▇▇▇ & Co.Incorporated (in its capacity as sales agent, forward seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares/or principal thereunder, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect Manager”) shares of Common Stock having an aggregate gross sales price of up to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager$100,000,000, for an aggregate offering size not gross sales price of up to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares $300,000,000 (the “Maximum NumberAmount”). The Company may also enter into one or more forward purchase transactions with an affiliate of the Alternative Manager as forward purchaser thereunder (the “Alternative Forward Purchaser”). The aggregate number gross sales price of the Shares that may be sold pursuant to this Agreement and Common Stock that may be sold pursuant to the Alternative Distribution Agreements Agreement shall not exceed the Maximum NumberAmount.

Description of Shares. The Company may, from time proposes to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, (subject to the last sentence of this paragraph of this Section 1) (a) up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stockClass A Shares of Beneficial Interest, par value $0.01 per share (the “Common StockShares”), and (b) up to 1,000,000 shares of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series D Shares"), and/or, (c) up to 1,000,0000 of the Company’s 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series E Shares" and, together with the Series D Shares, the “Series A Preferred Shares,” and, the Preferred Shares together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution this Agreement and on the terms set forth in Section 3 of this Agreement. The Company and the Partnership entered into equity distribution agreements with (i) Citigroup Global Markets Inc. (“Citigroup”), issue dated as of April 26, 2017, (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird”), dated as of April 26, 2017, and sell through or to KeyBanc Capital Markets Inc., (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, Inc. (“▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ”), dated as of April 26, 2017 (each, an “"Alternative Manager” " and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “"Alternative Managers” " and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Other Equity Distribution Agreements”), each ) for the issuance and sale from time to time to or through the Alternative Managers of the Shares on the terms to be set forth in the Other Equity Distribution Agreements. The Manager and the Alternative Managers are collectively referred to herein as sales agent and/or principal, not the “Managers.” This Agreement and the Other Equity Distribution Agreements are collectively referred to exceed 15,000,000 Common herein as the “Equity Distribution Agreements.” For purposes of selling the Shares and 1,000,000 Series A Preferred Shares for each such Alternative through the Manager, the Company and the Partnership hereby appoint the Managers as exclusive agents of the Company and the Partnership for an aggregate offering size not the purpose of soliciting purchases of the Shares from the Company pursuant to exceed 15,000,000 shares the Agreements and each Manager agrees to use its reasonable efforts to solicit purchases of Common Stock the Shares on the terms and 1,000,000 Series A Preferred Shares (subject to the “Maximum Number”)conditions stated in each Manager's Equity Distribution Agreement. The aggregate number of Common Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Equity Distribution Agreements (on a combined basis) shall not exceed the lesser of 8,000,000 or the Maximum NumberAmount; the aggregate number of Series D Shares that may be sold pursuant to the Equity Distribution Agreements (on a combined basis) shall not exceed the lesser of 1,000,000 or the Maximum Amount; the aggregate number of Series E Shares that may be sold pursuant to the Equity Distribution Agreements (on a combined basis) shall not exceed the lesser of 1,000,000 or the Maximum Amount. The Company agrees that whenever it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 19 hereof.

Description of Shares. The Company may, from time proposes to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, (subject to the last sentence of this paragraph of this Section 1) (a) up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stockClass A Shares of Beneficial Interest, par value $0.01 per share (the “Common StockShares”), and (b) up to 1,000,000 shares of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series D Shares"), and/or, (c) up to 1,000,0000 of the Company’s 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series E Shares" and, together with the Series D Shares, the “Series A Preferred Shares,” and, the Preferred Shares together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution this Agreement and on the terms set forth in Section 3 of this Agreement. The Company and the Partnership entered into equity distribution agreements with (i) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated (“Baird”), issue dated as of April 26, 2017, (ii) JonesTrading Institutional Services LLC (“JonesTrading”), dated as of April 26, 2017, and sell through or to KeyBanc Capital Markets Inc., (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, Inc. (“▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ”), dated as of April 26, 2017 (each, an “"Alternative Manager” " and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “"Alternative Managers” " and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Other Equity Distribution Agreements”), each ) for the issuance and sale from time to time to or through the Alternative Managers of the Shares on the terms to be set forth in the Other Equity Distribution Agreements. The Manager and the Alternative Managers are collectively referred to herein as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Managers.” This Agreement and pursuant to the Alternative Other Equity Distribution Agreements shall not exceed the Maximum Number.are collectively

Description of Shares. The Company may, from time proposes to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, (subject to the last sentence of this paragraph of this Section 1) (a) up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stockClass A Shares of Beneficial Interest, par value $0.01 per share (the “Common StockShares”), and (b) up to 1,000,000 shares of the Company’s 6.50% Series D Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series D Shares"), and/or, (c) up to 1,000,0000 of the Company’s 6.50% Series E Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.01 per share and a liquidation preference of $25.00 per share (the "Series E Shares" and, together with the Series D Shares, the “Series A Preferred Shares,” and, the Preferred Shares together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution this Agreement and on the terms set forth in Section 3 of this Agreement. The Company and the Partnership entered into equity distribution agreements with (i) Citigroup Global Markets Inc. (“Citigroup”), issue dated as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) Jonestrading Institutional Services LLC (“JonesTrading”), dated as of April 26, 2017, and sell through or to KeyBanc Capital Markets Inc., (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, Inc. (“▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC ”), dated as of April 26, 2017 (each, an “"Alternative Manager” " and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “"Alternative Managers” " and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Other Equity Distribution Agreements”), each ) for the issuance and sale from time to time to or through the Alternative Managers of the Shares on the terms to be set forth in the Other Equity Distribution Agreements. The Manager and the Alternative Managers are collectively referred to herein as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Managers.” This Agreement and pursuant to the Alternative Other Equity Distribution Agreements shall not exceed the Maximum Number.are collectively

Description of Shares. The Company mayproposes to issue and sell through or to the Manager (or any Alternative Manager (as defined below)), as sales agent and/or principal, shares of the Company’s common stock, $0.01 par value (“Common Stock”), having an aggregate gross sales price of up to $100,000,000 (the “Shares”) (including shares sold pursuant to the Alternative Distribution Agreements (as defined below)), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement, issue and sell . For purposes of selling the Shares through or to the Manager, the Company hereby appoints the Manager as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (Company for the “Common Stock”), purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and up the Manager agrees to 1,000,000 shares (use its reasonable efforts to solicit purchases of the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), Shares on the terms and subject to the conditions set forth stated herein. The Company and the Operating Partnership each agree that, agrees that whenever the Company it determines to sell the Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), ) in substantially the form and substance mutually satisfactory to the Company, the Operating Partnership and the Managerof Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. Certain terms used herein are defined in Section 18 hereof. The Company and the Operating Partnership have also entered into separate equity distribution agreementsagreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with [ ] (collectively, the “Separate Managers”). The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements” and each dated the date hereof, pursuant to which the Company may, from time to time during the term of such an “Alternative Distribution Agreement”) with one or more additional agents and/or principals (if any, issue the “Additional Managers” and sell through or to KeyBanc Capital Markets Inc.together with the Separate Managers, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co.the “Alternative Managers”, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number gross sales price of the Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum NumberProgram Amount (as defined in Section 18 hereof).

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇. ▇▇▇▇▇ FBR, Inc., ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., Inc. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Inc. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 6,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Inc. or BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Corp. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 6,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 6,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇. ▇▇▇▇▇ FBR, Inc., ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue (1) issue, offer and sell through or to the ManagerManagers, each as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and up (2) instruct the applicable Managers, each as forward seller, to 1,000,000 offer and sell shares of Common Stock borrowed by the applicable Forward Purchasers (the “Series A Preferred Shares” and, together with the Common any such Shares, the “Forward Hedge Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in each case on the terms and subject to the conditions set forth hereinin this Agreement, any Confirmation (as defined below) and any Terms Agreement (as defined below), as applicable. The aggregate gross sales price of the shares (the “Shares”) of Common Stock that may be sold pursuant to this Agreement (including any Forward Hedge Shares, but not including any Confirmation Shares (as defined below)) and any Terms Agreement shall not exceed $400,000,000 (the “Maximum Amount”). References herein to this “Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and, to the extent relevant and unless otherwise stated or the context otherwise requires, any Confirmation and any Terms Agreement. Any Shares issued and sold by the Company through a Manager, as sales agent for the Company, or to a Manager, as principal, pursuant to this Agreement and, if applicable, any Terms Agreement are hereinafter sometimes called “Primary Shares.” Any shares of Common Stock to be delivered by the Company to a Forward Purchaser in settlement of all or any portion of the Company’s obligations under any applicable Confirmation are hereinafter sometimes called “Confirmation Shares.” Each of the Company and the Operating Partnership each agree agrees that, whenever the Company determines to sell Shares directly to the a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the such Manager, relating to such sale in accordance with Section 3 hereof. In addition, the Company agrees that if it enters into one or more forward stock purchase transactions (each, a “Forward”) with a Forward Purchaser as set forth in one or more separate letter agreements (each, a “Master Confirmation”) and supplemented by one or more supplemental confirmations (each, a “Supplemental Confirmation,” and together with the relevant Master Confirmation, a “Confirmation”), substantially in the form set forth in Schedule D (as supplemented by the applicable Forward Placement Notice (as defined in Section 3(a) hereof)), relating to the applicable Forward, then the Company will, on the respective terms and subject to the respective conditions set forth in such Confirmation and in this Agreement (including the Company’s option to elect Cash Settlement or Net Share Settlement (each as defined in each applicable Confirmation)), deliver to the applicable Forward Purchaser, or a respective affiliate thereof (including the Manager affiliated with such Forward Purchaser), up to the maximum number of shares of Common Stock that may be sold in accordance with this Agreement in connection with such Confirmation. In connection therewith, it is contemplated that the applicable Forward Purchaser will offer and sell through the applicable Manager (which shall be either the same entity as the Forward Purchaser or an affiliate thereof), acting as forward seller on behalf of the Forward Purchaser on the terms and subject to the conditions set forth in this Agreement, Forward Hedge Shares to be borrowed by such Forward Purchaser. In the event of a conflict between the terms of this Agreement and those of any Terms Agreement or any Confirmation (including the related Forward Placement Notice), the terms of such Terms Agreement or Confirmation, as the case may be, shall control. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated has filed not earlier than three years prior to the date hereof, pursuant in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Act”), with the Securities and Exchange Commission (the “Commission”), an “automatic shelf registration statement” as defined in Rule 405 under the Act (File No. 333-230923) on Form S-3, including a Basic Prospectus (as defined below), which relates to certain securities, including the Shares which the Company may, may be issued from time to time during by the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co.Company, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which incorporates by reference documents that the Company and Operating Partnership may enter into an equity distribution agreement has filed or will file in accordance with respect to the Sharesprovisions of the Securities Exchange Act of 1934, the “Alternative Managers” and such agreementsas amended, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” rules and regulations thereunder (collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum NumberExchange Act”). The aggregate number Company has prepared a Prospectus Supplement (as defined below) to the Basic Prospectus which specifically relates to the Shares. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of Shares that may such registration statement’s effectiveness or deemed effectiveness for purposes of Section 11 of the Act, as such section applies to each Manager, including (1) all documents filed as a part thereof or incorporated or deemed to be sold incorporated by reference therein, and (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to this Agreement and Rule 424(b) under the Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Alternative Distribution Agreements shall not exceed Act, to be part of the Maximum Number.registration statement at the time of such registration statement’s effectiveness or deemed effectiveness for purposes of Section 11 of the Act, as such

Description of Shares. The Company may, from time to time during the term of this Agreement, issue (1) issue, offer and sell through or to the ManagerManagers, each as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), and up (2) instruct the applicable Managers, each as forward seller, to 1,000,000 offer and sell shares of Common Stock borrowed by the applicable Forward Purchasers or its affiliate (the “Series A Preferred Shares” and, together with the Common any such Shares, the “Forward Hedge Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), in each case on the terms and subject to the conditions set forth hereinin this Agreement, any Confirmation (as defined below) and any Terms Agreement (as defined below), as applicable. The aggregate gross sales price of the shares (the “Shares”) of Common Stock that may be sold pursuant to this Agreement (including any Forward Hedge Shares, but not including any Confirmation Shares (as defined below)) and any Terms Agreement shall not exceed $500,000,000 (the “Maximum Amount”). References herein to this “Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Agreement and, to the extent relevant and unless otherwise stated or the context otherwise requires, any Confirmation and any Terms Agreement. Any Shares issued and sold by the Company through a Manager, as sales agent for the Company, or to a Manager, as principal, pursuant to this Agreement and, if applicable, any Terms Agreement are hereinafter sometimes called “Primary Shares.” Any shares of Common Stock to be delivered by the Company to a Forward Purchaser in settlement of all or any portion of the Company’s obligations under any applicable Confirmation are hereinafter sometimes called “Confirmation Shares.” Each of the Company and the Operating Partnership each agree agrees that, whenever the Company determines to sell Shares directly to the a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the such Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreementsIn addition, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through agrees that if it enters into one or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC more forward stock purchase transactions (each, an a “Alternative Manager” and, together Forward”) with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, a Forward Purchaser as set forth in one or more separate letter agreements (each, an a “Alternative Distribution AgreementMaster Confirmation”) and supplemented by one or more supplemental confirmations (each, a “Supplemental Confirmation,” and collectivelytogether with the relevant Master Confirmation, the a “Alternative Distribution AgreementsConfirmation”), substantially in the form set forth in Schedule D (as supplemented by the applicable Forward Placement Notice (as defined in Section 3(a) hereof)), relating to the applicable Forward, then the Company will, on the respective terms and subject to the respective conditions set forth in such Confirmation and in this Agreement (including the Company’s option to elect Cash Settlement or Net Share Settlement (each as sales agent and/or principaldefined in each applicable Confirmation)), not deliver to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each the applicable Forward Purchaser, or a respective affiliate thereof (including the Manager affiliated with such Alternative ManagerForward Purchaser), for an aggregate offering size not up to exceed 15,000,000 the maximum number of shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant and/or delivered in accordance with this Agreement in connection with such Confirmation. In connection therewith, it is contemplated that the applicable Forward Purchaser will offer and sell through the applicable Manager (which shall be either the same entity as the Forward Purchaser or an affiliate thereof), acting as forward seller on behalf of the Forward Purchaser on the terms and subject to the conditions set forth in this Agreement, Forward Hedge Shares to be borrowed by such Forward Purchaser or its affiliate. In the event of a conflict between the terms of this Agreement and pursuant to those of any Terms Agreement or any Confirmation (including the Alternative Distribution Agreements related Forward Placement Notice), the terms of such Terms Agreement or Confirmation, as the case may be, shall not exceed the Maximum Numbercontrol.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Inc. and BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Corp. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 6,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Inc. or BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Corp. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 6,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 6,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 8,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, as amended by an Amendment No. 1 to each of the separate equity distribution agreements, each dated as of November 1, 2018, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., Inc. and BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC Corp. (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 8,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 8,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.”

Description of Shares. The Company may, from time proposes to time during the term of this Agreement, (i) issue and sell through or to the ManagerAgents, as sales agent agents and/or principalprincipals, up to 15,000,000 shares (the “Common Primary Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up (ii) instruct any Agent, acting as forward seller, to 1,000,000 offer and sell borrowed shares of Common Stock (any such shares, the “Series A Preferred Forward Hedge Shares,” and, together with the Common Primary Shares, the “Shares”), in each case on terms set forth in this Agreement, any Forward Contract (as defined below) and any Terms Agreement. The aggregate gross sales price of 6.625% Series A Cumulative Redeemable Preferred Stock, par value Shares that may be sold pursuant to this Agreement and any Terms Agreement shall not exceed $0.01 per share 400,000,000 (the “Series A Preferred StockMaximum Amount”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, agrees that whenever the Company it determines to sell the Shares directly to the Manager an Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to that Agent and the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereofof this Agreement. The Company and the Operating Partnership have may also entered enter into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through one or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC more forward stock purchase transactions (each, an a “Alternative Manager” and, together Forward”) with any other manager with which of the Company and Operating Partnership may enter into an equity distribution agreement with respect to Forward Purchasers as set forth in separate master forward sale confirmations, each substantially in the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, form of Exhibit B hereto (each, an a “Alternative Distribution AgreementMaster Confirmation,” and collectively, the “Alternative Distribution AgreementsMaster Confirmations”)) together with supplemental confirmations for each Forward, each substantially in the form of the supplemental confirmation included as sales agent and/or principalan annex to Exhibit B (each, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for a “Supplemental Confirmation,” and, together with the Master Confirmation in respect of each such Alternative ManagerForward, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the a “Maximum NumberForward Contract”). The aggregate number In connection therewith, the Company and each Agent understand that such Agent or an affiliate thereof will attempt to borrow and then offer and sell, as forward seller on behalf of the applicable Forward Purchaser, the applicable Forward Hedge Shares that may for sale on the terms and conditions stated herein. Any Common Stock to be sold pursuant delivered by the Company to this Agreement and pursuant to any Forward Purchaser in settlement of all or any portion of the Alternative Distribution Agreements shall not exceed the Maximum NumberCompany’s obligations under any Forward Contract are hereinafter sometimes called “Confirmation Shares.”

Description of Shares. The Company may, from time to time during the term of this Agreement, issue and sell through or to the Manager, as sales agent and/or principal, up to 15,000,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and up to 1,000,000 shares (the “Series A Preferred Shares” and, together with the Common Shares, the “Shares”) of 6.625% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”), on the terms and subject to the conditions set forth herein. The Company and the Operating Partnership each agree that, whenever the Company determines to sell Shares directly to the Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”), in form and substance mutually satisfactory to the Company, the Operating Partnership and the Manager, relating to such sale in accordance with Section 3 hereof. The Company and the Operating Partnership have also entered into equity distribution agreements, each dated the date hereof, pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreement, issue and sell through or to KeyBanc Capital Markets Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc., BMO Capital Markets Corp., RBC Capital Markets, LLC, ▇.▇. ▇▇▇▇▇▇▇▇ & Co.FBR, Inc., and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLC (each, an “Alternative Manager” and, together with any other manager with which the Company and Operating Partnership may enter into an equity distribution agreement with respect to the Shares, the “Alternative Managers” and such agreements, collectively, together with any other equity distribution agreement with respect to the Shares into which the Company and the Operating Partnership may enter into with Alternative Managers, each, an “Alternative Distribution Agreement,” and collectively, the “Alternative Distribution Agreements”), each as sales agent and/or principal, not to exceed 15,000,000 Common Shares and 1,000,000 Series A Preferred Shares for each such Alternative Manager, for an aggregate offering size not to exceed 15,000,000 shares of Common Stock and 1,000,000 Series A Preferred Shares (the “Maximum Number”). The aggregate number of Shares that may be sold pursuant to this Agreement and pursuant to the Alternative Distribution Agreements shall not exceed the Maximum Number.