Common use of Description of Shares Clause in Contracts

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the The Company and the Operating Partnership agrees thatmay, 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, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to $500,000,000 (the “Shares”) 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”), 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 may issue and sell Shareswill deliver to the Forward Purchaser, through Issuances and/or by way of Forwardsor an affiliate thereof (including the Manager), in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”)maximum number of Shares as may be sold in accordance with this Agreement in connection with such Confirmation. The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement NoticeIn connection therewith, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell understand that the Forward Hedge Purchaser, through the Manager, as forward seller and sales agent, will effect sales of Shares to be borrowed by the Forward Purchaser upon on the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes 3 of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements agreements, dated the date hereof (collectivelyeach, an “Alternative Distribution Agreement” and together, the “Separate Alternative Distribution Agreements”), dated as pursuant to which the Company may, from time to time during the term of even date herewithsuch Alternative Distribution Agreements, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. issue or borrow and ▇sell through or to M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated or RBC Capital Markets, LLC (and, as applicable, their respective affiliates) (each, each in its capacity as agent and/or principalsales agent, forward seller and forward purchaser and/or principal thereunder, a an “Separate Distribution Agreement CounterpartyAlternative Manager”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and purchase transactions with an affiliate of an Alternative Manager as forward purchasers purchaser thereunder (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the an “Alternative Distribution Agreement CounterpartyForward Purchaser”). The aggregate offering 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 $500,000,000 (the “Maximum Amount”).

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLCLLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ LynchMUFG Securities EMEA plc, PierceCapital One Securities, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Inc., BTIG, LLC, and Scotia Capital (USA) Inc. and The Bank of Nova Scotia. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇MUFG Securities Americas Inc., ▇▇▇▇▇ Securities LLCFargo Securities, MUFG Securities Americas Inc. LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLCLLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each The Company proposes to issue and sell through or to the several Managers, as sales agents and/or principals, shares of the Company and Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”), having an aggregate gross sales price of up to $100,000,000 (the Operating Partnership agrees that“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager severally agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions set forth stated herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent agrees that whenever it determines to sell the Issuance Shares upon each occasion that directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) with the Company elects applicable Manager or Managers in substantially the form of Annex A hereto, relating to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained hereinsuch sale in accordance with Section 3 of this Agreement. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing neuter in this Agreement shall be construed as requiring include the Company to use the Registration Statement to issue the Sharesfeminine and masculine wherever appropriate. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement, or the Prospectus, as the case may be; and any reference herein to the terms “amend,” ”, “amendment” or “supplement” with respect to the Registration Statement Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference thereinreference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇Certain terms used herein are defined in Section 19 hereof.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each The shares of common stock, par value $1.00 per share, of the Company and are referred to as the Operating Partnership agrees that“Common Stock” in this Agreement. The Company may, from time to time during the term of this Agreement, on issue and sell through or to the Managers, as sales agents for the Company or principals, shares of the Common Stock (the “Primary Shares”) pursuant to the terms and subject to the conditions set forth herein. The Company agrees that, whenever the Company determines to sell any Primary Shares directly to any Manager as principal, it will enter into a separate agreement relating to such sale with such Manager in form and substance mutually satisfactory to the Company and such Manager (each, a “Terms Agreement”). The Company may also, from time to time during the term of this Agreement, enter into one or more forward stock purchase transactions (each, a “Forward”) with the Forward Purchasers pursuant to the terms and subject to the conditions set forth herein and as set forth in one or more separate agreements, in substantially the form of Exhibit A hereto, relating to the applicable Forward (each, a “Confirmation” and, collectively, the “Confirmations”). Under each Confirmation, the Company will deliver to the applicable Forward Purchaser, or an affiliate thereof (including the Forward Seller affiliated therewith), up to the number of shares of the Common Stock as may be sold in accordance with this Agreement in settlement of all or any portion of the Company’s obligations under such Confirmation (the “Confirmation Shares”). In connection therewith, it is contemplated that, at the Company’s direction, such Forward Purchaser will offer and sell through its affiliated Forward Seller, acting as sales agent for such Forward Purchaser and pursuant to the terms and subject to the conditions set forth herein, shares of the Common Stock borrowed by, or on behalf of, such Forward Purchaser (the “Hedge Shares”). The Company proposes to (i) issue, offer and sell Primary Shares from time to time to or through any Manager, acting as sales agent for the Company may issue or acting as principal, and (ii) instruct any Forward Seller to offer and sell Hedge Shares, through Issuances and/or by way of Forwardsacting as sales agent for its affiliated Forward Purchaser, in each case, pursuant to the manner contemplated by terms and subject to the conditions set forth herein and any applicable Terms Agreement and Confirmation. The Managers, the Forward Sellers and the Forward Purchasers (each, sometimes referred to as a “Manager Party” and, collectively, sometimes referred to as the “Manager Parties”) and the Company understand that the aggregate gross sales price of the Primary Shares and the Hedge Shares to be sold pursuant to this AgreementAgreement (exclusive of, collectively having an for the avoidance of doubt, any Confirmation Shares) shall not exceed $150,000,000 in the aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by Primary Shares, the Company as its agent to sell the Issuance Confirmation Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell Hedge Shares are each sometimes called the Issuance Shares offered “Shares” in this Agreement. For the avoidance of doubt, it is understood and agreed by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Manager Parties that if any Hedge Shares are offered or sold through RBCCM or ▇▇▇▇▇▇▇ ▇▇▇▇▇ acting as a Forward Seller for its affiliated Forward Purchaser, then such Forward Seller shall be acting as sales agent for such Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject with respect to the conditions contained herein offering and sale of such Hedge Shares, and, except in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under cases where this Agreement shall be the sole responsibility of expressly refers to RBCCM or ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a Manager acting as sales agent for the Company, and or unless otherwise expressly stated or the Sales Agentcontext otherwise requires, the Forward Seller and the Forward Purchaser references in this Agreement to RBCCM or ▇▇▇▇▇▇▇ ▇▇▇▇▇ acting as sales agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the also be deemed to apply to RBCCM or ▇▇▇▇▇▇▇ ▇▇▇▇▇ when acting as Forward Seller, as applicablemutatis mutandis. Unless the context requires otherwise, will be effected pursuant (i) references herein to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933affiliated” Forward Purchaser mean, as amended (collectively with the rules and regulations thereunderrespect to any Forward Seller, the affiliate of such Forward Seller that is acting as a Forward Purchaser and (ii) references herein to the “Securities Act”)affiliated” Forward Seller mean, although nothing in this Agreement shall be construed with respect to any Forward Purchaser, the affiliate of such Forward Purchaser that is acting as requiring the Company to use the Registration Statement to issue the Sharesa Forward Seller. The Company has filedfiled not earlier than three years prior to the date hereof (the “Execution Date”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) an automatic shelf ), a registration statement on Form S-3ASR (File Registration No. 333-223172), including a base prospectus, relating to certain securities213759) on Form S-3, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Base Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time which relates to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.certain securities of

Description of Shares. Each of the The Company and the Operating Partnership agrees thatmay, 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, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to $500,000,000 (the “Shares”) 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”), 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 may issue and sell Shareswill deliver to the Forward Purchaser, through Issuances and/or by way of Forwardsor an affiliate thereof (including the Manager), in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”)maximum number of Shares as may be sold in accordance with this Agreement in connection with such Confirmation. The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement NoticeIn connection therewith, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell understand that the Forward Hedge Purchaser, through the Manager, as forward seller and sales agent, will effect sales of Shares to be borrowed by the Forward Purchaser upon on the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes 3 of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”)agreements, dated as of even the date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) hereof (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a an “Separate Alternative Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Operating Partnership may also in the future enter into additional equity distribution agreements (if any, the “Additional Distribution AgreementsAgreement” and together with the Separate Distribution Agreementstogether, the “Alternative Distribution Agreements”) with ), pursuant to which the Company may, from time to time during the term of such Alternative Distribution Agreements, issue or borrow and sell through or to KeyBanc Capital Markets Inc. or RBC Capital Markets, LLC (each in its capacity as sales agent, forward seller and/or principal thereunder, an “Alternative Manager”). The Company may also enter into one or more additional agents and/or principals, forward sellers and purchase transactions with an affiliate of an Alternative Manager as forward purchasers purchaser thereunder (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the an “Alternative Distribution Agreement CounterpartyForward Purchaser”). The aggregate offering 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 $500,000,000 (the “Maximum Amount”).

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., Capital One Securities, Inc., BTIG, LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLCLLC and JPMorgan Chase Bank, National Association, MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLCFargo Securities, LLC and ▇▇▇▇▇ Fargo Bank, National Association, BMO Capital Markets Corp. and Bank of Montreal, ▇.▇. ▇▇▇▇▇▇ Securities LLCLLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the The Company and the Operating Partnership agrees thatmay, 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, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to $500,000,000 (the “Shares”) 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”), 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 may issue and sell Shareswill deliver to the Forward Purchaser, through Issuances and/or by way of Forwardsor an affiliate thereof (including the Manager), in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”)maximum number of Shares as may be sold in accordance with this Agreement in connection with such Confirmation. The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement NoticeIn connection therewith, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell understand that the Forward Hedge Purchaser, through the Manager, as forward seller and sales agent, will effect sales of Shares to be borrowed by the Forward Purchaser upon on the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes 3 of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements agreements, dated the date hereof (collectivelyeach, an “Alternative Distribution Agreement” and together, the “Separate Alternative Distribution Agreements”), dated as pursuant to which the Company may, from time to time during the term of even date herewithsuch Alternative Distribution Agreements, with BMO issue or borrow and sell through or to KeyBanc Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇or M▇▇▇▇▇▇ Lynch, Pierce, ▇F▇▇▇▇▇ & ▇S▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, each in its capacity as agent and/or principalsales agent, forward seller and forward purchaser and/or principal thereunder, a an “Separate Distribution Agreement CounterpartyAlternative Manager”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and purchase transactions with an affiliate of an Alternative Manager as forward purchasers purchaser thereunder (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the an “Alternative Distribution Agreement CounterpartyForward Purchaser”). The aggregate offering 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 $500,000,000 (the “Maximum Amount”).

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172202388), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with amended, and the rules and regulations thereunderthereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and MUFG Securities Americas Inc. (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. HTA Acquisition Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Operating Partnership (“HTA Acquisition Sub”), has entered into agreements of purchase and sale (the “Duke Purchase Agreements”) with Duke Realty Limited Partnership, an Indiana limited partnership (“Duke Realty LP”), and Duke Construction Limited Partnership, an Indiana limited partnership (“Duke Construction LP” and, collectively with Duke Realty LP, the “Duke Sellers”). The Duke Purchase Agreements provide that (i) the Duke Sellers are engaged in the business of providing construction, development, leasing and property management services to their clients in the healthcare industry, including hospital systems and medical offices (the “Duke Platform”), and (ii) the applicable Duke Sellers are the owners or lessees of the land and the owners of buildings and other improvements situated on such land, constituting the properties listed opposite their names on Schedule A to the Duke Purchase Agreements (individually, a “Duke Property” and, collectively, the “Duke Properties”). The Duke Properties, together with the Asset-Related Property (as defined in the Duke Purchase Agreements) with respect to each Duke Property, shall be referred to herein, collectively, as the “Duke Assets.” Pursuant to the terms of the Duke Purchase Agreements, HTA Acquisition Sub agreed to acquire the Duke Platform and the Duke Assets and HTA Acquisition Sub’s rights under the Duke Purchase Agreements were subsequently assigned to various wholly-owned subsidiaries of the Operating Partnership (such subsidiaries of the Operating Partnership together with HTA Acquisition Sub, the “Duke Buyers”).

Description of Shares. Each The Company proposes to issue and sell through or to the Manager, as sales agent on the Company’s behalf and/or principal, shares of the Company and Company’s Class A common stock, $0.01 par value (“Common Stock”), subject to the Operating Partnership agrees thatlimitations set forth herein, from time to time during the term of this Agreement, Agreement and on the terms set forth in Section 3 of this Agreement. Any shares of Common Stock issued and subject sold by the Company through the Manager, acting as sales agent for the Company or to the conditions set forth hereinManager, acting as principal, pursuant to this Agreement and, if applicable, any Terms Agreement (as defined below), are hereinafter sometimes called “Primary Shares”. In addition, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by during the Companyterm of this Agreement enter into one or more collared forward sale transactions (each, a “Forward” and which incorporates by reference documents the relevant confirmation of such transaction, a “Forward Confirmation”) pursuant to that the Company has filed or will file in accordance with the provisions certain Master Confirmation dated as of the Securities Exchange Act of 1934, as amended (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares date hereof (the “Prospectus SupplementMaster Confirmation”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇G▇▇▇▇▇▇ LLC, ▇.▇. ▇▇S▇▇▇▇ Securities LLCInternational (acting in such capacity, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a the “Separate Distribution Agreement Forward Counterparty”), for the issuance (in the case ) relating to shares of the Issuance Shares) or borrowing (Common Stock, subject to the limitations set forth herein. Upon entry into a Forward and in connection with hedging its exposure under such Forward, the case of Forward Hedge Shares) and sale Counterparty will receive from time the Company, subject to time through the applicable Separate Distribution Agreement Counterparties Forward Counterparty’s return obligations on the terms set forth in the applicable Separate Distribution Agreements. The Company and Forward Confirmation, up to the Operating Partnership may also maximum number of shares of Common Stock deliverable under such Forward (the “Hedging Shares”) and, subject to effectiveness of the Forward, sell the Hedging Shares to G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, in its capacity as underwriter for an offering of the Hedging Shares, on behalf of the Forward Counterparty over the “Hedge Period” for such Forward (as defined in the future enter into additional equity distribution agreements Master Confirmation), on the terms set forth in Section 3 of this Agreement (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement CounterpartyForward Seller”). The aggregate offering price number of the Primary Shares and the Hedging Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements and, if applicable, any Terms Agreement shall not exceed 50,000,000 shares (collectively, the “Shares” and the “Maximum AmountNumber of Shares”, respectively) . For purposes of selling any Primary Shares through the Manager as sales agent, the Company hereby appoints the Manager as an exclusive agent of the Company for the purpose of soliciting purchases of such Primary Shares from the Company pursuant to this Agreement and the Manager as sales agent agrees to use their commercially reasonable efforts to solicit purchases of such Primary Shares on the terms and subject to the conditions stated herein. The Company agrees that whenever it determines to sell any Primary Shares directly to the Manager as principal, it will enter into a separate agreement with the Manager (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement. The Forward Seller, when acting in its capacity as such, agrees to use its commercially reasonable efforts to solicit purchases of the Hedging Shares on behalf of the Forward Counterparty on the terms and subject to the conditions stated herein. For the avoidance of doubt, the Forward Seller, in its capacity as such, shall not act as an agent, broker or dealer for, or sell any Shares on behalf of, the Company under this Agreement. Certain terms used herein are defined in Section 21 hereof.

Description of Shares. Each of the The Company and the Operating Partnership agrees thatmay, 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, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate gross sales price of up to $100,000,000 (the “Shares”) 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”), 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 may issue and sell Shareswill deliver to the Forward Purchaser, through Issuances and/or by way of Forwardsor an affiliate thereof (including the Manager), in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”)maximum number of Shares as may be sold in accordance with this Agreement in connection with such Confirmation. The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement NoticeIn connection therewith, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell understand that the Forward Hedge Purchaser, through the Manager, as forward seller and sales agent, will effect sales of Shares to be borrowed by the Forward Purchaser upon on the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes 3 of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into a separate equity distribution agreements agreement, dated the date hereof (collectively, the “Separate Alternative Distribution AgreementsAgreement”), dated as pursuant to which the Company may, from time to time during the term of even date herewithsuch Alternative Distribution Agreement, with BMO issue or borrow and sell through or to KeyBanc Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principalsales agent, forward seller and forward purchaser /or principal thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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 AgreementsManager”) with shares of Common Stock having an aggregate gross sales price of up to $200,000,000, for an aggregate gross sales price of up to $300,000,000 (the “Maximum Amount”). The Company may also enter into one or more additional agents and/or principals, forward sellers and purchase transactions with an affiliate of the Alternative Manager as forward purchasers purchaser thereunder (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement CounterpartyForward Purchaser”). The aggregate offering 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 Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 750,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172253600), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp.Corp. and Bank of Montreal, ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLCLLC and JPMorgan Chase Bank, National Association, BofA Securities, Inc. and Bank of America, N.A., MUFG Securities Americas Inc. and MUFG Securities EMEA plc, Capital One Securities, Inc., BTIG, LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Co. LLC and Scotia Capital (USA) Inc. and The Bank of Nova Scotia (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser purchaser, as applicable, thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) ), as applicable, and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. Inc., ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ LynchFargo Securities, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated LLC (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each of the Company and the Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent to sell the Issuance Shares upon each occasion that the Company elects to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. ▇▇▇▇▇ Fargo Securities, LLC and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Shares. Each The Company proposes to issue and sell through or to the several Managers, as sales agents and/or principals, shares of the Company and Company’s Class A Common Stock, $0.01 par value per share (“Common Stock”), having an aggregate gross sales price of up to $75,000,000 (the Operating Partnership agrees that“Shares”), from time to time during the term of this Agreement and on the terms set forth in Section 3 of this Agreement. For purposes of selling the Shares through the Managers, the Company hereby appoints the Managers as exclusive agents of the Company for the purpose of soliciting purchases of the Shares from the Company pursuant to this Agreement and each Manager severally agrees to use its reasonable efforts to solicit purchases of the Shares on the terms and subject to the conditions set forth stated herein, the Company may issue and sell Shares, through Issuances and/or by way of Forwards, in the manner contemplated by this Agreement, collectively having an aggregate Sales Price of up to $500,000,000 (the “Maximum Amount”). The Sales Agent has been appointed by the Company as its agent agrees that whenever it determines to sell the Issuance Shares upon each occasion that directly to a Manager as principal, it will enter into a separate agreement (each, a “Terms Agreement”) with the Company elects applicable Manager or Managers in substantially the form of Annex A hereto, relating to exercise its right to deliver an Issuance Placement Notice, and the Sales Agent agrees to use commercially reasonable efforts to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained hereinsuch sale in accordance with Section 3 of this Agreement. The Forward Seller agrees with the Company and the Forward Purchaser to use commercially reasonable efforts to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser upon the terms and subject to the conditions contained herein and in the Master Forward Confirmation. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 2 regarding the number of Shares and aggregate Sale Price of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agent, the Forward Seller and the Forward Purchaser shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Sales Agent and the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing neuter in this Agreement shall be construed as requiring include the Company to use the Registration Statement to issue the Sharesfeminine and masculine wherever appropriate. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-223172), including a base prospectus, relating to certain securities, including the Shares to 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 (collectively with the rules and regulations thereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agent and the Forward Seller, for use by the Sales Agent and the Forward Seller, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or any amendment or supplement thereto the Prospectus shall be deemed to refer to and include the documents incorporated by reference thereintherein pursuant to Item 6 of Form F-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement, or the Prospectus, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with under the Commission Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorporated therein by reference thereinreference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“▇▇▇▇▇”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with BMO Capital Markets Corp., ▇▇▇▇▇▇▇▇▇ LLC, ▇Certain terms used herein are defined in Section 19 hereof.▇. ▇▇▇▇▇▇ Securities LLC, MUFG Securities Americas Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Distribution Agreement Counterparty”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Distribution Agreement Counterparties on the terms set forth in the applicable Separate Distribution Agreements. 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”) with one or more additional agents and/or principals, forward sellers and forward purchasers (if any, collectively in each such capacity, the “Additional Distribution Agreement Counterparties” and, together with the Separate Distribution Agreement Counterparties, the “Alternative Distribution Agreement Counterparty”). The aggregate offering price of the Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.