Common use of Entire Agreement; Amendment; Severability Clause in Contracts

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen MLV dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2May 30, 20152012, by and between the Company and Cowen MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen MLV agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen MLV dated the date hereof and that certain Confidentiality Agreement, dated October 2July 23, 20152014, by and between the Company and Cowen MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen MLV agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover; provided, that nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by the Company, the Company Operating Partnership and Cowen agree that all exchanges of information hereunder shall be governed by JMP Securities prior to the terms of date hereof. Notwithstanding anything herein to the CDAcontrary, which CDA this Agreement and the parties agree is Alternative Distribution Agreements replace and shall hereby be amended to remain supersede the Existing Distribution Agreement in full force and effect at all times during the term of this Agreementits entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenJMP Securities. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. MoreoverNotwithstanding the foregoing, that certain Confidentiality Agreement dated by and between MLV and the Company and Cowen agree that all exchanges of information hereunder (the “Confidentiality Agreement”) shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreementand is hereby confirmed. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between ) and the Company and Cowen dated the date hereof and that certain Confidentiality Non-Disclosure Agreement, dated October 2as of February 19, 2015, by and between the Company and Cowen 2013 (the “CDANDA”), constitute constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereofthereof. Moreover, the Company and Cowen Agent hereby expressly agree that all exchanges of information hereunder shall be governed by the terms of the CDANDA, which CDA NDA the parties hereby expressly agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement, notwithstanding the stated expiration date set forth in paragraph 8 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover; provided, that nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by the Company, the Company Operating Partnership and Cowen agree that all exchanges of information hereunder shall be governed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ prior to the terms of date hereof. Notwithstanding anything herein to the CDAcontrary, which CDA this Agreement and the parties agree is Alternative Distribution Agreements replace and shall hereby be amended to remain supersede the Existing Distribution Agreement in full force and effect at all times during the term of this Agreementits entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and Cowen▇▇▇▇▇▇ ▇. ▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, including, for the avoidance of doubt, that certain At-the-Market Issuance Sales Agreement between the Company and Cowen ▇. ▇▇▇▇▇ Securities (f/k/a FBR Capital Markets & Co.), dated as of October 3, 2016 and as amended from time to time prior to the date hereof, which the Company and ▇. ▇▇▇▇▇ Securities hereby agree that all exchanges the ten day notice provisions relating to termination under Section 14(b) and Section 14(c) of information hereunder shall be governed such agreement are hereby waived and hereby agree that such agreement is hereby terminated and superseded by the terms this Agreement effective as of the CDAAugust 20, which CDA the parties agree is 2021, except for those obligations, rights and shall hereby be amended provisions that survive termination pursuant to remain in full force and effect at all times during the term of this AgreementSection 14 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership, the Manager and Cowenthe Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2November 10, 20152010, by and between the Company and Cowen MLV (the “CDAConfidentiality Agreement”)) and the letter agreement, dated as of the date hereof, by and between the Company and MLV, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes thereof and supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company hereof and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreementthereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen ▇. ▇▇▇▇▇ dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2May 3, 20152018, by and between the Company and Cowen ▇. ▇▇▇▇▇ (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen ▇. ▇▇▇▇▇ agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen▇. ▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen B. ▇▇▇▇▇ dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2May 3, 20152018, by and between the Company and Cowen B. ▇▇▇▇▇ (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen B. ▇▇▇▇▇ agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be DOCPROPERTY "DocID" \* MERGEFORMAT DM3\9994766.4 amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenB. ▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen MLV dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2August 28, 20152012, by and between the Company and Cowen MLV (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen MLV agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof, other than the Prior Cantor Sales Agreement. MoreoverBy execution hereof, Cantor waives the Company and Cowen agree that all exchanges provisions of information hereunder shall be governed by the terms Section 7(i) of the CDA, which CDA Prior Cantor Sales Agreement with respect to the parties agree is and shall hereby be amended to remain in full force and effect at all times during entering into of the term of this AgreementSales Agreements. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenCantor. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2December 13, 20152010, by and between the Company and Cowen MLV (the “CDAConfidentiality Agreement”)) and side letter dated May 9, 2014, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover; provided, that nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by the Company, the Company Operating Partnership and Cowen agree that all exchanges of information hereunder shall be governed by RBS Securities prior to the terms of date hereof. Notwithstanding anything herein to the CDAcontrary, which CDA this Agreement and the parties agree is Alternative Distribution Agreements replace and shall hereby be amended to remain supersede the Existing Distribution Agreement in full force and effect at all times during the term of this Agreementits entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenRBS Securities. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen agree including that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA certain Controlled Equity OfferingSM Sales Agreement between the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreementdated April 11, 2016. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenCantor. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder. US-DOCS\103004889.3

Entire Agreement; Amendment; Severability. This Agreement (including all schedules (as amended pursuant to this Agreement) and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between ) and any other writing entered into by the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute parties relating to this Agreement constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Sales Agent, provided, however, that Schedule 2 of this Agreement may be amended by either party from time to time by sending a notice containing a revised Schedule 2 to the other party in the manner provided in Section 12 and, upon such amendment, all referenced herein to Schedule 2 shall automatically be deemed to refer to such amended Schedule 2. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof, including that certain Sales Agreement by and between Cowen and the Company, dated November 9, 2018 (the “Prior Agreement”), which, upon the effectiveness of this Agreement, is hereby terminated and cancelled, including any placement notices thereunder. Moreover, the The Company and Cowen agree that hereby waive all exchanges of information hereunder shall be governed by notice requirements with respect to termination under the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Prior Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. MoreoverThe relevant parties hereto agree that the Sales Agreement, dated July 1, 2022, by and between the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDATD Securities (USA) LLC (fka C▇▇▇▇ and Company, which CDA the parties agree LLC) is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreementterminated. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenT▇ ▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain the side letter agreement between the Company and Cowen MLV dated the date hereof and that certain Confidentiality Agreementhereof, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the The Company and Cowen MLV agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover; provided, that nothing herein shall be deemed to terminate or modify any existing obligations arising under the underwriting agreements entered into by the Company, the Company Operating Partnership and Cowen agree that all exchanges of information hereunder shall be governed by Ladenburg T▇▇▇▇▇▇▇ prior to the terms of date hereof. Notwithstanding anything herein to the CDAcontrary, which CDA this Agreement and the parties agree is Alternative Distribution Agreements replace and shall hereby be amended to remain supersede the Existing Distribution Agreement in full force and effect at all times during the term of this Agreementits entirety. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company Company, the Operating Partnership and CowenLadenburg T▇▇▇▇▇▇▇. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, including that certain At Market Issuance Sale Agreement between the Company and Cowen ▇. ▇▇▇▇▇ Securities (f/k/a FBR Capital Markets & Co.), dated as of April 15, 2016, as amended, which the Company and ▇. ▇▇▇▇▇ Securities hereby agree that all exchanges is terminated and superseded by this Agreement effective as of information hereunder shall be governed the date the registration statement on Form S-3 filed by the terms of Company on December 22, 2020 is declared effective by the CDACommission, which CDA the parties agree is except for those obligations, rights and shall hereby be amended provisions that survive termination pursuant to remain in full force and effect at all times during the term of this AgreementSection 13 thereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowenthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain letter agreement between the Company and Cowen dated the date hereof and that certain Confidentiality Agreement, dated October 2, 2015, by and between the Company and Cowen (the “CDA”), constitute ) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of Neither this Agreement. Neither this Agreement , nor any term hereof hereof, may be amended except pursuant to a written instrument executed by the Company and CowenLeerink Partners; provided, that each party hereto may amend the list of individuals appearing under such party’s name on Schedule 2 by giving notice to the other party hereto. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen ▇. ▇▇▇▇▇ FBR dated the date hereof and that certain Confidentiality Confidential Disclosure Agreement, dated October 2May 3, 20152018, by and between the Company and Cowen ▇. ▇▇▇▇▇ FBR (the “CDA”), constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, the Company and Cowen ▇. ▇▇▇▇▇ FBR agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and Cowen▇. ▇▇▇▇▇ FBR. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto), together with that certain side letter agreement between the Company and Cowen MLV dated the date hereof and together with that certain Confidentiality Agreement, dated October 2, 2015, by and confidential disclosure agreement between the Company and Cowen (the “CDA”)MLV dated December 18, 2012, constitute the entire agreement of the parties with respect to the subject matter hereof and supersedes supersede all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Moreover, including, without limitation, that certain December 3, 2012 letter agreement between the Company and Cowen agree that all exchanges of information hereunder shall be governed by the terms of the CDA, which CDA the parties agree is and shall hereby be amended to remain in full force and effect at all times during the term of this AgreementMLV. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and CowenMLV. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.