Common use of Absence of Fiduciary Relationship Clause in Contracts

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) the Sales Agent is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Sales Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Sales Agent has advised or is advising the Company or the Operating Partnership on other matters, and MLV the Sales Agent has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Sales Agent; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Sales Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Sales Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Operating Partnership and the Sales Agent has no obligation to disclose such interests and transactions to the Company and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Sales Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Sales Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by Company or the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) each of the Sales Agent, the Forward Seller and the Forward Purchaser is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Sales Agent, the Forward Seller and the Forward Purchaser, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Sales Agent, the Forward Seller or the Forward Purchaser have advised or is advising the Company or the Operating Partnership on other matters, and MLV none of the Sales Agent, the Forward Seller or the Forward Purchaser has no any obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Sales Agent, the Forward Seller or the Forward Purchaser; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) none of the Sales Agent, the Forward Seller and the Forward Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Sales Agent, the Forward Seller, the Forward Purchaser and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Operating Partnership and the Sales Agent, the Forward Seller and the Forward Purchaser have no obligation to disclose such interests and transactions to the Company and the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Sales Agent, the Forward Seller or the Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Sales Agent, the Forward Seller and the Forward Purchaser shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by Company or the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Underwriters’ responsibility to the Company is acting solely contractual in nature, the Underwriters have been retained solely to act as agent underwriters in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Offering and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or and any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, Underwriter has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV such Underwriter has advised or is advising the Company on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Notes set forth in this Agreement; b. it Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) no Underwriter has not provided advised, and no Underwriter is advising, the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the transactions contemplated by this Agreement hereby; (d) the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto; (e) no Underwriter has or will be rendering an opinion to the Company as to the fairness of the terms of the offering of the Notes; (f) it has consulted its own legalbeen advised that each Underwriter, accountingand their respective affiliates, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV no Underwriter has no an obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV any Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV each Underwriter shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s 's counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) Each of the Manager, the Forward Seller and the Forward Purchaser is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, the Forward Seller and the Forward Purchaser, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Manager, the Forward Seller or the Forward Purchaser have advised or is advising the Company and/or the Operating Partnership on other matters, and MLV none of the Manager, the Forward Seller or the Forward Purchaser has no any obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager, the Forward Seller or the Forward Purchaser; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) none of the Manager, the Forward Seller or the Forward Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager, the Forward Seller, the Forward Purchaser and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Operating Partnership and the Manager, the Forward Seller and the Forward Purchaser have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager, the Forward Seller, the Forward Purchaser and their respective affiliates may engage in trading in the Common Stock for their own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager, the Forward Seller or the Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager, the Forward Seller and the Forward Purchaser shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Ascendiant is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVAscendiant, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Ascendiant has advised or is advising the Company on other matters, and MLV Ascendiant has no obligation to the Company with respect to respecting the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Ascendiant has not provided any legal, accounting, regulatory or tax advice with respect to respecting the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Ascendiant and its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and MLV Ascendiant has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that Ascendiant hereby agrees not to engage in any such transaction that would cause its interests to be in direct conflict with the best interests of the Company; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Ascendiant for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall Ascendiant will not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person Person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVAscendiant’s obligations under this Agreement and to keep information provided by the Company to MLV Ascendiant and MLVAscendiant’s counsel confidential to the extent not otherwise publicly-publicly available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLVthe Agent’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) BTIG is acting solely as agent in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBTIG, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BTIG has advised or is advising the Company on other matters, and MLV BTIG has no obligation to the Company with respect to the transactions contemplated by this Agreement Agreement, except the obligations expressly set forth in this Agreement; b. it (b) the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) BTIG has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement Agreement, and it the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it (d) the Company is aware that MLV BTIG and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, and MLV BTIG has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it (e) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV BTIG for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV BTIG shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, partners, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Xxxxx-Xxxxxx is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxx-Xxxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxx-Xxxxxx has advised or is advising the Company on other matters, and MLV Xxxxx-Xxxxxx has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Xxxxx-Xxxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Xxxxx-Xxxxxx and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxx-Xxxxxx has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxx-Xxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxx-Xxxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s Xxxxx-Xxxxxx’x obligations under this Agreement and to keep information provided by the Company to MLV Xxxxx-Xxxxxx and MLV’s Xxxxx-Xxxxxx’x counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and SLC acknowledges and agrees that: a. MLV is acting (a) the Underwriters have been retained solely to act as agent underwriters in connection with the public offering sale of the Placement Shares Notes and in connection agree with each transaction contemplated by this Agreement the Company and the process leading to such transactionsSLC that no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on and SLC and the one hand, and MLV, on the other hand, Underwriters has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Underwriters have advised or is are advising the Company and SLC on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Notes set forth in this Agreement; b. it is Agreement was established by the Company and SLC following discussions and arms-length negotiations with the Underwriters, and the Company and SLC are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) the transactions contemplated by this Agreement Company and it has consulted its own legal, accounting, regulatory SLC have been advised that the Underwriters and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has SLC and that the Underwriters have no obligation to disclose such interests and transactions to the Company and SLC by virtue of any fiduciary, advisory or agency relationship or otherwise; andrelationship; e. it waives(d) the Company and SLC waive, to the fullest extent permitted by law, any claims it they may have against MLV the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with and agree that the sale of Placement Shares under this Agreement and agrees that MLV Underwriters shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company and SLC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it the Company or the CompanySLC, including members, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV or SLC; and (e) the Company and MLV’s counsel confidential SLC agree that neither of them will claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the extent not otherwise publicly-availableCompany or SLC, in connection with such transaction or the process leading thereto.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV FBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVFBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV FBR has advised or is advising the Company on other matters, and MLV FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV FBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV FBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVFBR’s obligations under this Agreement and to keep information provided by the Company to MLV FBR and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV No Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV FBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVFBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV FBR has advised or is advising the Company on other matters, and MLV FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV FBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV FBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVFBR’s obligations under this Agreement and to keep information provided by the Company to MLV FBR and MLVFBR’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) each of the Underwriters is acting solely as agent an underwriter in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Securities and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partyCompany, on the one hand, and MLVany of the Underwriters, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV any of the Underwriters has advised or is advising the Company on other matters, ; (b) the public offering price of the Securities and MLV has no obligation the price to be paid by the Company with respect to Underwriters for the transactions contemplated by this Agreement except the obligations expressly Securities set forth in this AgreementAgreement were established by the Company following discussions and arm’s-length negotiations with the Representatives; b. (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV the Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that none of the Underwriters has no any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with respect of the sale of Placement Shares under this Agreement Transaction Documents and the transactions contemplated hereby and thereby and agrees that MLV none of the Underwriters shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or any stockholders, employees or creditors of Company, other than Company in respect of MLV’s obligations under this Agreement the Transaction Documents and to keep information provided by the Company to MLV transactions contemplated hereby and MLV’s counsel confidential to the extent not otherwise publicly-availablethereby.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) BP is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBP, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BP has advised or is advising the Company on other matters, and MLV BP has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) BP has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV BP and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV BP has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV BP for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV BP shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVBP’s obligations under this Agreement and to keep information provided by the Company to MLV BP and MLVBP’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Each of the Underwriters is acting solely as agent an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have advised or is advising the Company on other matters; (b) the public offering price of the Placement Shares Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representatives; (c) it is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, each of the Underwriters is and no fiduciary has been acting solely as principal and not as fiduciary, advisor or advisory relationship between agent of the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any ; (e) none of the transactions contemplated by this Agreement, irrespective of whether or not MLV Underwriters has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. ; it is aware that MLV the Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that none of the Underwriters has no any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with arising out of the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV none of the Underwriters shall not have any liability (whether direct or indirect, in contractcontract , tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on its behalf or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Univest is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVUnivest, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Univest has advised or is advising the Company on other matters, and MLV Univest has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Univest has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Univest and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Univest has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Univest for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Univest shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company, other than in respect of MLVUnivest’s obligations under this Agreement and to keep information provided by the Company to MLV Univest and MLVUnivest’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) [Agent] is acting solely as agent (or as principal pursuant to a transaction described in Section 5) in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and any Terms Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV[Agent], on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement and any Terms Agreement, irrespective of whether or not MLV [Agent] has advised or is advising the Company on other matters, and MLV [Agent] has no obligation to the Company with respect to the transactions contemplated by this Agreement or any Terms Agreement except the obligations expressly set forth in this Agreementherein and therein; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement and any Terms Agreement; c. MLV (c) [Agent] has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement or any Terms Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV [Agent] and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV [Agent] has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; (e) the price of the Shares sold pursuant to this Agreement or any Terms Agreement will not be established by [Agent]; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV [Agent] for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and any Terms Agreement and agrees that MLV [Agent] shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Securities under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s 's counsel confidential to the extent not otherwise publicly-publicly available.

Absence of Fiduciary Relationship. The Company Each of the Issuer and TILC acknowledges and agrees that: a. MLV is acting (a) Each Initial Purchaser has been retained solely to act as agent an initial purchaser in connection with the public initial purchase, offering and resale of the Placement Shares Offered Notes and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its the Issuer or TILC or their respective affiliates, stockholders (or other equity holders)stockholders, creditors or employees or any other partyemployees, on the one hand, and MLVsuch Initial Purchaser, on the other hand, has been or will be created in respect of any of the transactions contemplated by this AgreementAgreement or the Offering Document, irrespective of whether or not MLV such Initial Purchaser has advised or is advising the Company Issuer or TILC on other matters; (b) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discount and commissions, is an arm’s‑length commercial transaction among the Initial Purchasers, the Issuer and TILC, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is Issuer and TILC are capable of evaluating and understanding, and understands do understand and acceptshereby accept, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) the transactions contemplated by this Agreement Issuer and it has consulted its own legal, accounting, regulatory TILC have been advised that the Initial Purchasers and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Issuer and MLV has TILC and the Initial Purchasers have no obligation to disclose such interests and transactions to any of the Company Issuer or TILC by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. it (d) each of the Issuer or TILC waives, to the fullest extent permitted by law, any claims it may have against MLV any Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV no Initial Purchaser shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it any of the Issuer or TILC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it any of the Issuer or the CompanyTILC, including stockholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableIssuer or TILC.

Absence of Fiduciary Relationship. The Company hereby acknowledges and agrees that: a. MLV is (a) the Underwriters are acting solely as agent underwriters in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Securities and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partyCompany, on the one hand, and MLVeach Underwriter, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Underwriters have advised or is are advising the Company on other matters, and MLV has no the Underwriters do not have any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has (c) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, the Underwriters are and have been acting solely as principals and not as fiduciaries, advisors or agents of the Company, its Subsidiaries or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party; (d) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has they have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate, and any review by any Representative or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions, will be performed solely for the benefit of such Representative or such Underwriter, and shall not be on behalf of the Company or any other person; d. (e) it is aware that MLV the Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no that the Underwriters do not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Underwriters shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or any shareholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Each Agent, Forward Seller and Forward Purchaser is acting solely as agent and/or as principal in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agents, Forward Sellers and Forward Purchasers, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, any Terms Agreement and any Master Forward Confirmation, irrespective of whether or not MLV an Agent, a Forward Seller or a Forward Purchaser has advised or is advising the Company on other matters, and MLV no Agent, Forward Seller or Forward Purchaser has no any obligation to the Company with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation except the obligations expressly set forth in this Agreementherein and therein; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement, any Terms Agreement and any Confirmation; c. MLV (c) No Agent, Forward Seller or Forward Purchaser has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement, any Terms Agreement or any Master Forward Confirmation and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV the Agents, Forward Sellers and its Forward Purchasers and their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Agents, Forward Sellers and Forward Purchasers have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; (e) the Sales Price of the Shares sold pursuant to this Agreement, any Terms Agreement or any Forward Contract will not be established by the Agents, the Forward Sellers or the Forward Purchasers; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV each Agent, Forward Seller and Forward Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement, any Terms Agreement and any Confirmation and agrees that MLV no Agent, Forward Seller or Forward Purchaser shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV BRFBR is acting solely as agent in connection with the public offering of the Placement Shares Notes and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBRFBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BRFBR has advised or is advising the Company on other matters, and MLV BRFBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV BRFBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV BRFBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV BRFBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV BRFBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Notes under this Agreement and agrees that MLV BRFBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVBRFBR’s obligations under this Agreement and to keep information provided by the Company to MLV BRFBR and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) The Manager is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Manager has advised or is advising the Company and/or the Operating Partnership on other matters, and MLV the Manager has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Operating Partnership and the Manager have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager and its respective affiliates may engage in trading in the Common Stock for their own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: a. MLV is (a) each Underwriter’s responsibility to the Company and the Selling Shareholders are solely contractual in nature, the Representatives are acting solely as agent underwriters in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Stock and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, Selling Shareholders and MLV, on the other hand, Representatives has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV any of the Representatives has advised or is advising the Company or the Selling Shareholders on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Stock set forth in this Agreement; b. it Agreement was established by the Company and the Selling Shareholders following discussions and arms-length negotiations with the Representatives, and the Company and the Selling Shareholders is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) they have been advised that the transactions contemplated by this Agreement Representatives and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Selling Shareholders and that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. it waives(d) they waive, to the fullest extent permitted by law, any claims it they may have against MLV the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under transactions contemplated by this Agreement and agrees agree that MLV the Representatives shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company or the Selling Shareholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it the Company or the CompanySelling Shareholders, including stockholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableSelling Shareholders.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company hereby acknowledges and agrees thatagrees: a. MLV is (a) The Underwriters are acting solely as agent underwriters in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Securities and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partyCompany, on the one hand, and MLVeach Underwriter, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Underwriters have advised or is are advising the Company on other matters, and MLV has no the Underwriters do not have any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has (c) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, the Underwriters are and have been acting solely as principals and not as fiduciaries, advisors or agents of the Company or LCIF or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party (d) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has they have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate; d. (e) it is aware that MLV the Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no the Underwriters do not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Underwriters shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or any shareholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Each of the Underwriters is acting solely as agent an underwriter in connection with the sale of the Securities and no fiduciary, advisory or agency relationship between the Company, on the one hand, and any of the Underwriters, on the other hand, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any of the Underwriters have advised or is advising the Company on other matters; (b) the public offering price of the Placement Shares Securities and the price to be paid by the Underwriters for the Securities set forth in this Agreement were established by the Company following discussions and arms-length negotiations with the Representative; (c) it is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, each of the Underwriters is and no fiduciary has been acting solely as principal and not as fiduciary, advisor or advisory relationship between agent of the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any ; (e) none of the transactions contemplated by this Agreement, irrespective of whether or not MLV Underwriters has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. ; it is aware that MLV the Underwriters and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that none of the Underwriters has no any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV any of the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with arising out of the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV none of the Underwriters shall not have any liability (whether direct or indirect, in contractcontract , tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on its behalf or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Agent is acting solely as agent and/or principal in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation obligations to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it (b) the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) the Company has been advised that the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; (d) the Company disclaims any intention to impose fiduciary obligations on the Agent by virtue of the engagement contemplated by this Agreement; (e) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it (f) the Agent is aware that MLV a full service securities firm and as such from time to time, subject to applicable securities laws, may effect transaction for its affiliates are engaged own account or the account of its customers and hold long or short positions in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiseCommon Stock; and e. it (g) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of to such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, partners, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by . If the foregoing correctly sets forth the understanding between the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. Very truly yours, By: Name: Title

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise;; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The purchase and sale of the Shares pursuant to this Agreement is an arm’s length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which they may be acting, on the other; b. The Underwriters are acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Underwriters, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Underwriters have advised or is advising the Company on other matters, and MLV has the Underwriters have no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. c. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has d. the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. e. it is aware that MLV the Underwriters and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. f. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Underwriters shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s the Underwriters’ obligations under this Agreement and to keep information provided by the Company to MLV the Underwriters and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting : (a) the Initial Purchaser has been retained solely to act as agent an initial purchaser in connection with the public offering sale of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on and the one hand, and MLV, on the other hand, Initial Purchaser has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Initial Purchaser has advised or is advising the Company on other matters, ; (b) the price and MLV has no obligation to other terms of the Company with respect to the transactions contemplated by this Agreement except the obligations expressly Securities set forth in this Agreement; b. it Agreement were established by the Company following discussions and arms-length negotiations with the Initial Purchaser and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and ; (c) it has consulted its own legal, accounting, regulatory and tax advisors to been advised that the extent it has deemed appropriate; d. it is aware that MLV Initial Purchaser and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that the Initial Purchaser has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (d) it has been advised that the Initial Purchaser is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Initial Purchaser and not on behalf of the Company; (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with respect of any of the sale of Placement Shares under transactions contemplated by this Agreement and agrees agrees, to the fullest extent permitted by law, that MLV the Initial Purchaser shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that: a. MLV (a) BTIG is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Manager or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBTIG, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BTIG has advised or is advising the Company or the Manager on other matters, and MLV BTIG has no obligation to the Company or the Manager with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities was not established by BTIG; it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) BTIG has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV BTIG and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager and MLV BTIG has no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV BTIG for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV BTIG shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or the Manager, or employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableManager.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Westpark is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVWestpark, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Westpark has advised or is advising the Company on other matters, and MLV Westpark has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Westpark has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Westpark and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Westpark has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Westpark for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Westpark shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVWestpark’s obligations under this Agreement and to keep information provided by the Company to MLV Westpark and MLVWestpark’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Xxxxx-Xxxxxx is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxx-Xxxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxx-Xxxxxx has advised or is advising the Company on other matters, and MLV Xxxxx-Xxxxxx has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Xxxxx-Xxxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Xxxxx-Xxxxxx and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxx-Xxxxxx has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxx-Xxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxx-Xxxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s Xxxxx-Xxxxxx’x obligations under this Agreement and to keep information provided by the Company to MLV Xxxxx-Xxxxxx and MLV’s Xxxxx-Xxxxxx'x counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees the Selling Shareholders acknowledge and agree that: a. MLV is acting (a) The Representatives have been retained solely to act as agent underwriters in connection with the public offering sale of the Placement Shares Offered Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partythe Selling Shareholders, on the one hand, and MLVthe Representatives, on the other handother, has been or will be created in respect of any of the transactions contemplated by this AgreementAgreement or the Final Prospectus, irrespective of whether or not MLV has the Representatives have advised or is advising the Company or the Selling Shareholders on other matters, and MLV has no obligation to ; (b) The price of the Company with respect to the transactions contemplated by this Agreement except the obligations expressly Offered Securities set forth in this Agreement; b. it is Agreement was established by Company and the Selling Shareholders following discussions and arms-length negotiations with the Representatives and the Company and the Selling Shareholders are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) The Company and the transactions contemplated by this Agreement Selling Shareholders have been advised that the Representatives and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Shareholders and MLV has that the Representatives have no obligation to disclose such interests and transactions to the Company or the Selling Shareholders by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. it waives(d) The Company and the Selling Shareholders waive, to the fullest extent permitted by law, any claims it they may have against MLV the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Representatives shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company or the Selling Shareholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the CompanyCompany and the Selling Shareholders, including their respective shareholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availablecreditors.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Securities under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-publicly available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) Xxxxxxx Xxxxx is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxxxx Xxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxxxx Xxxxx has advised or is advising the Company on other matters, and MLV Xxxxxxx Xxxxx has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by Xxxxxxx Xxxxx; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Xxxxxxx Xxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV Xxxxxxx Xxxxx and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxxxx Xxxxx has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxxxx Xxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxxxx Xxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) the Manager is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Manager has advised or is advising the Company and/or the Operating Partnership on other matters, and MLV has no the Manager does not have any obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Operating Partnership and the Manager has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager and its affiliates may engage in trading in the Common Stock and Series A Preferred Stock for its own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company Each of the Issuer and TILC acknowledges and agrees that: a. MLV is acting (a) Each Initial Purchaser has been retained solely to act as agent an initial purchaser in connection with the public initial purchase, offering and resale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsOffered Notes, and no fiduciary Initial Purchaser shall be liable to the Issuer or TILC for any losses, claims, damages or other liabilities with respect to any other Notes (as defined in the Master Indenture), and that no fiduciary, advisory or agency relationship between the Company or any of its the Issuer or TILC or their respective affiliates, stockholders (or other equity holders)stockholders, creditors or employees or any other partyemployees, on the one hand, and MLVsuch Initial Purchaser, on the other hand, has been or will be created in respect of any of the transactions contemplated by this AgreementAgreement or the Offering Document, irrespective of whether or not MLV such Initial Purchaser has advised or is advising the Company Issuer or TILC on other matters; (b) the purchase and sale of the Offered Notes pursuant to this Agreement, including the determination of the offering price of the Offered Notes and any related discount and commissions, is an arm’s-length commercial transaction among the Initial Purchasers, the Issuer and TILC, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is Issuer and TILC are capable of evaluating and understanding, and understands do understand and acceptshereby accept, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) the transactions contemplated by this Agreement Issuer and it has consulted its own legal, accounting, regulatory TILC have been advised that the Initial Purchasers and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Issuer and MLV has TILC and the Initial Purchasers have no obligation to disclose such interests and transactions to any of the Company Issuer or TILC by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. it (d) each of the Issuer or TILC waives, to the fullest extent permitted by law, any claims it may have against MLV any Initial Purchaser for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV no Initial Purchaser shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it any of the Issuer or TILC in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it any of the Issuer or the CompanyTILC, including stockholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableIssuer or TILC.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. (a) MLV is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company and/or the Operating Partnership on other matters, and MLV has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by MLV; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (d) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and the Operating Partnership and MLV has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by Company or the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that: a. MLV (a) Citigroup is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Manager or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVCitigroup, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Citigroup has advised or is advising the Company or the Manager on other matters, and MLV Citigroup has no obligation to the Company or the Manager with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities was not established by Citigroup; it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Citigroup has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Citigroup and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Manager and MLV Citigroup has no obligation to disclose such interests and transactions to the Company or the Manager by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Citigroup for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Citigroup shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or the Manager, or employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableManager.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV HCW is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVHCW, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV HCW has advised or is advising the Company on other matters, and MLV HCW has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV HCW has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV HCW and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV HCW has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV HCW for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV HCW shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVHCW’s obligations under this Agreement and to keep information provided by the Company to MLV HCW and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company Each of the Transaction Entities acknowledges and agrees that: a. MLV (a) Jefferies is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Transaction Entities or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVJefferies, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Jefferies has advised or is advising the Company Transaction Entities on other matters, and MLV Jefferies has no obligation to the Company Transaction Entities with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by Jefferies; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Jefferies has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV Jefferies and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Transaction Entities and MLV Jefferies has no obligation to disclose such interests and transactions to the Company Transaction Entities by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Jefferies for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Jefferies shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyTransaction Entities, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableTransaction Entities.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Underwriter’s responsibility to the Company is acting solely contractual in nature, the Underwriter have been retained solely to act as agent an underwriter in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Offering and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on and the one hand, and MLV, on the other hand, Underwriter has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Underwriter has advised or is advising the Company on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Shares set forth in this Agreement; b. it Agreement was established by the Company following discussions and arms-length negotiations with the Underwriter, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) the Underwriter has not provided advised, and the Underwriter is not advising, the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the transactions contemplated by this Agreement hereby; (d) the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company with respect thereto; (e) the Underwriter has not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering of the Shares; (f) it has consulted its own legalbeen advised that the Underwriter, accountingand their respective affiliates, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Underwriter has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriter for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Underwriter shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) the Manager is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Manager has advised or is advising the Company and/or the Operating Partnership on other matters, and MLV the Manager has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Operating Partnership and the Manager have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager and its respective affiliates may engage in trading in the Common Stock for their own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-availableavailable as set forth in Section 25 below.

Absence of Fiduciary Relationship. The Each of the Company and the Selling Shareholder acknowledges and agrees that: a. MLV (a) each Underwriter’s responsibility to the Company and the Selling Shareholder is acting solely contractual in nature, the Representatives have been retained solely to act as agent underwriters in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Securities and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or any of its respective affiliatesCompany, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, Selling Shareholder and MLV, on the other hand, Representatives has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Representatives have advised or is are advising the Company or the Selling Shareholder on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Securities set forth in this Agreement was established by the Selling Shareholder following a book-building process immediately prior to the signing of this Agreement; b. it is , and the Company and the Selling Shareholder are capable of evaluating and understanding, and understands understand and acceptsaccept, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (c) it has consulted its own legal, accounting, regulatory been advised that the Representatives and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Selling Shareholder and that the Representatives have no obligation to disclose such interests and transactions to the Company and the Selling Shareholder by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (d) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Representatives for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Representatives shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company or the Selling Shareholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including shareholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV Each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV such Agent has advised or is advising the Company on other matters, and MLV no Agent has no any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV No Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV each Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV such Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV an Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV such Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVsuch Agent’s obligations under this Agreement and to keep information provided by the Company to MLV such Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVany Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV an Agent has advised or is advising the Company on other matters, and MLV no Agent has no any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV no Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV each Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV no Agent has no any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV any Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV no Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVsuch Agent’s obligations under this Agreement and to keep information provided by the Company to MLV such Agent and MLVsuch Agent’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting : (a) each Underwriter has been retained solely to act as agent underwriter in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or and any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, Underwriter has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Underwriter has advised or is advising the Company on other matters, ; (b) the price and MLV has no obligation to other terms of the Company with respect to the transactions contemplated by this Agreement except the obligations expressly Shares set forth in this Agreement; b. it Agreement were established by the Company following discussions and arms-length negotiations with the Underwriters and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and ; (c) it has consulted its own legal, accounting, regulatory been advised that the Underwriters and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company and MLV that no Underwriter has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship relationship; and (d) it has been advised that each Underwriter is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of such Underwriter, and not on behalf of the Company. Additionally, the Company acknowledges and agrees that the Underwriter has not and will not advise the Company or otherwise; and e. it waivesany other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the fullest extent permitted Company or any other person with respect thereto, whether arising prior to or after the date hereof. Any review by lawthe Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions have been and will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company. The Company agrees that it will not claim that the Underwriters have rendered advisory services of any claims it may have against MLV for breach of nature or respect, or owe a fiduciary duty to the Company or alleged breach of fiduciary duty any other person in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it transaction or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableprocess leading thereto.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) NSC is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVNSC, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV NSC has advised or is advising the Company on other matters, and MLV NSC has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) NSC has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV NSC and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV NSC has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV NSC for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV NSC shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVNSC’s obligations under this Agreement and to keep information provided by the Company to MLV NSC and MLVNSC’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV is acting (a) each Agent and each Forward Purchaser has been retained solely to act as agent in the capacity of an arm’s-length contractual counterparty to the Company and the Operating Partnership in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company and the Operating Partnership and any Agent or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, Forward Purchaser has been or will be created in respect of any of the transactions contemplated by this Agreement, any Confirmation or any Terms Agreement, irrespective of whether such Agent or not MLV Forward Purchaser has advised or is advising the Company or the Operating Partnership on other matters, and MLV has no obligation to ; (b) the Company with respect to and the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is Operating Partnership are capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement, any Confirmation and any Terms Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to (c) the transactions contemplated by this Agreement Company and it has consulted its own legal, accounting, regulatory the Operating Partnership have been advised that the Agents and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV Forward Purchasers and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Operating Partnership and that the Agents and Forward Purchasers have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship relationship; (d) none of the activities of the Agents and Forward Purchasers in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or otherwisesolicitation of any action by an Agent or Forward Purchaser with respect to any entity or natural person; and e. it waives(e) the Company and the Operating Partnership waive, to the fullest extent permitted by law, any claims it they may have against MLV the Agents or Forward Purchasers for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agents and Forward Purchasers shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company or the Operating Partnership in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it the Company or the CompanyOperating Partnership, including stockholders, partners, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) Ladenburg is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Operating Partnership or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVLadenburg, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Ladenburg has advised or is advising the Company and/or the Operating Partnership on other matters, and MLV Ladenburg has no obligation to the Company or the Operating Partnership with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by Ladenburg; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Ladenburg has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV Ladenburg and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Operating Partnership and Ladenburg has no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Ladenburg for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Ladenburg shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the CompanyCompany or the Operating Partnership, or employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to or the extent not otherwise publicly-availableOperating Partnership.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) FBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVFBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV FBR has advised or is advising the Company on other matters, and MLV FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV FBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV FBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVFBR’s obligations under this Agreement and to keep information provided by the Company to MLV FBR and MLVFBR’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership, severally and not jointly, acknowledges and agrees that: a. MLV (a) Xxxxx Fargo is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxx Fargo, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxx Fargo has advised or is advising the Company on other matters, and MLV Xxxxx Fargo has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by Xxxxx Fargo; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Xxxxx Fargo has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV Xxxxx Fargo and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxx Fargo has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxx Fargo for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxx Fargo shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV the Agent is acting solely as agent in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Securities under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Westpark is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVWestpark, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Westpark has advised or is advising the Company on other matters, and MLV Westpark has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Westpark has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Westpark and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Westpark has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Westpark for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Westpark shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company, other than in respect of MLVWestpark’s obligations under this Agreement and to keep information provided by the Company to MLV Westpark and MLVWestpark’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) BRFBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holdersequityholders), creditors or employees or any other party, on the one hand, and MLVBRFBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BRFBR has advised or is advising the Company on other matters, and MLV BRFBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) BRFBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV BRFBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV BRFBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that BRFBR hereby agrees not to engage in any such transaction which would cause its interests to be in direct conflict with the best interests of the Company; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV BRFBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV BRFBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVBRFBR’s obligations under this Agreement and to keep information provided by the Company to MLV BRFBR and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV BRS is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBRS, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV BRS has advised or is advising the Company on other matters, and MLV BRS has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV BRS has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV BRS and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV BRS has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV BRS for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV BRS shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s BRS's obligations under this Agreement and to keep information provided by the Company to MLV BRS and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges Company, the Operating Partnership and agrees the Manager acknowledge and agree that: a. MLV (a) The Placement Agent is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company Company, the Operating Partnership and the Manager or any of its their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Placement Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Placement Agent has advised or is advising the Company Company, the Operating Partnership or the Manager on other matters, and MLV the Placement Agent has no obligation to the Company Company, the Operating Partnership or the Manager with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities was not established by the Placement Agent; it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) the Placement Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV the Placement Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Operating Partnership or the Manager and MLV the Placement Agent has no obligation to disclose such interests and transactions to the Company Company, the Operating Partnership or the Manager by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Placement Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Operating Partnership or the Manager, or employees or creditors of Company, other than the Operating Partnership or the Manager. If the foregoing is in respect accordance with your understanding of MLV’s obligations under this Agreement our agreement, please sign and return to keep information provided by the Company to MLV a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and MLV’s counsel confidential to among the extent not otherwise publicly-available.Placement Agent, the Company in accordance with its terms. Very truly yours, By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Chief Financial Officer By: /s/ Axxxxx Xxxxxxx Name: Axxxxx Xxxxxxx Title: Authorized Person By: /s/ Txxxxx Xxxxxxx Name: Txxxxx Xxxxxxx Title: Managing Partner CONFIRMED AND ACCEPTED, as of the date first above written: By: /s/ Txxx Xxxxxxx Name: Txxx Xxxxxxx Title: Managing Director 1. RC Merger Subsidiary, LLC 2. Anworth Properties Inc.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely (a) the Agents have been retained to act as sales agent in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and ADSs, the process leading to such transactions, Agents have acted at arms’ length and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agents, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Agents have advised or is are advising the Company on other matters, matters and MLV has the Agents have no obligation duties or obligations to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreementherein; b. it (b) the Company is capable of evaluating evaluating, and understanding, understanding and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not (c) neither the Agents nor their respective affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has the Agents have consulted its their own legal, accounting, regulatory and tax advisors to the extent it has they have deemed appropriate; d. it (d) the Company has been advised and is aware that MLV the Agents and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has that the Agents and their respective affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it (e) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV the Agents or their respective affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV the Agents and their respective affiliates shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including shareholders (or other equity holders), creditors or employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV No Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agent and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s 39 obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV Leerink is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVLeerink, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Leerink has advised or is advising the Company on other matters, and MLV Leerink has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV Leerink has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV Leerink and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Leerink has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that Leerink hereby agrees not to engage in any such transaction which would cause its interests to be in conflict with the best interests of the Company, would cause a breach or impairment of any of its covenants or obligations herein, or would be prohibited under Regulation M or any anti-manipulation of other comparable rules of the Securities Act; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV Leerink for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Leerink shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVLeerink’s obligations under this Agreement and to keep information provided by the Company to MLV Leerink and MLVLeerink’s counsel confidential to the extent not otherwise publicly-publicly available.

Absence of Fiduciary Relationship. The Company Each of the Fund and the Adviser acknowledges and agrees that: a. MLV (a) Xxxxx is acting solely as a placement agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsno fiduciary, and no fiduciary advisory or advisory agency relationship between the Company Fund or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partythe Adviser, on the one hand, and MLVXxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxx has advised or is advising the Company Fund or the Adviser on other matters, matters and MLV Xxxxx has no obligation obligations to the Company Fund or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Placement Shares and the commission, discount or other compensation received by Xxxxx in connection with the offering of the Placement Shares set forth in this Agreement were established by the Fund following discussions and arms-length negotiations with the Representatives; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Xxxxx is and has been acting solely as principal and not as fiduciary, advisor or agent of the Fund or the Adviser or any of their respective affiliates; (e) Xxxxx has not provided any legal, accounting, regulatory or tax advice to the Fund or the Adviser with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors advisers to the extent it has deemed appropriate; d. ; it is aware that MLV Xxxxx and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Fund and MLV the Adviser, and Xxxxx has no obligation to disclose such interests and transactions to the Company Fund or the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right on behalf of it the Fund or the CompanyAdviser. If the foregoing correctly sets forth the understanding between the Fund, employees or creditors of Companythe Adviser and Xxxxx, other than please so indicate in respect of MLV’s obligations under the space provided below for that purpose, whereupon this Agreement letter shall constitute a binding agreement between the Fund, the Adviser and to keep information provided by the Company to MLV Xxxxx. Very truly yours, By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and MLV’s counsel confidential Chief Financial Officer By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Senior Vice President and General Counsel By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Subject: Capital On Demand — Placement Notice Gentlemen: Pursuant to the extent not otherwise publicly-availableterms and subject to the conditions contained in the Capital On Demand™ Sales Agreement between Calamos Convertible and High Income Fund (the “Fund”), Calamos Advisors LLC (the “Adviser”) and JonesTrading Institutional Services LLC (“Xxxxx”) dated June 26, 2008 (the “Agreement”), I hereby request on behalf of the Fund that Xxxxx sell up to [ ] shares of the Fund’s common shares of beneficial interest, no par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) The Agent is acting solely as agent in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) The Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s their counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company Each of the Company, the Adviser, and the Administrator, severally and not jointly, acknowledges and agrees that: a. MLV (a) UBS Securities is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVUBS Securities, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV UBS Securities has advised or is advising the Company on other matters, and MLV UBS Securities has no obligation to the Company Company, the Adviser or the Administrator, with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities was not established by UBS Securities; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, UBS Securities is and has been acting solely as principal and not as fiduciary, adviser or agent of the Company, the Adviser, the Administrator or any of their respective affiliates, stockholders (or other equity holders), creditors or employees or any other party; (e) UBS Securities has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (f) it is aware that MLV UBS Securities and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Company, the Adviser and MLV the Administrator and UBS Securities has no obligation to disclose such interests and transactions to the Company Company, the Adviser or the Administrator by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV UBS Securities for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV UBS Securities shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, the Adviser, the Administrator or any stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it x. xx is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it x. xx is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it x. xx waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-availableAgreement.

Absence of Fiduciary Relationship. The Company Each of the Transaction Entities, severally and not jointly, acknowledges and agrees that: a. MLV (a) Merrill is acting solely as agent (or as principal pursuant to a separate underwriting or similar agreement described in Section 1) in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVMerrill, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Merrill has advised or is advising the Company on other matters, and MLV Merrill has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) Merrill has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV Merrill and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Merrill has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV Merrill for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Securities under this Agreement and agrees that MLV Merrill shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Manager is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Manager has advised or is advising the Company on other matters, and MLV the Manager has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Manager has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager and its affiliates may engage in trading in the Series A Preferred Stock and Common Stock for their own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Xxxxxxx Xxxxx is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxxxx Xxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxxxx Xxxxx has advised or is advising the Company on other matters, and MLV Xxxxxxx Xxxxx has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) any public offering or minimum market price of the Securities set forth in this Agreement was not established by Xxxxxxx Xxxxx; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Xxxxxxx Xxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV Xxxxxxx Xxxxx and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxxxx Xxxxx has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxxxx Xxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxxxx Xxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company. If the foregoing is in accordance with your understanding of our agreement, other than in respect of MLV’s obligations under this Agreement please sign and return to keep information provided by the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and the Company in accordance with its terms. Very truly yours, By /s/ Xxxxxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxxx Title: Executive Vice President-Chief Financial Officer and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to MLV the terms and MLVsubject to the conditions contained in the Equity Distribution Agreement between Federal Realty Investment Trust (the “Company”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”), dated May 7, 2018 (the “Agreement”), I hereby request on behalf of the Company that Xxxxxxx Xxxxx sell up to [*] (“Placement Securities”) of the Company’s counsel confidential common shares of beneficial interest, par value $.01 per share, at a minimum market price of $[*] per share, and agree that the Company will pay Xxxxxxx Xxxxx, as compensation for such sales, [*]% of the gross sales price of Placement Securities sold pursuant to the terms of this Placement Notice. ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXXXX XXXXX AND/OR THE CAPACITY IN WHICH XXXXXXX XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH). Xxxxxxx Xxxxx shall be paid compensation at a mutually agreed rate not to exceed 2.00% of the gross sales price of Securities sold pursuant to the terms of this Agreement. The undersigned, [*], the duly qualified and elected [*] of Federal Realty Investment Trust (the “Company”), a Maryland real estate investment trust, does hereby certify on behalf of the Company, pursuant to Section 7(o) of the Equity Distribution Agreement dated May [7], 2018 (the “Agreement”) between the Company and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Agent”), that to the knowledge of the undersigned: (i) The representations and warranties of the Company in Section 5 of the Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or material adverse effect, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not otherwise publicly-availablesubject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and (ii) The Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Agreement at or prior to the date hereof (other than those conditions waived by the Agent).

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction which would cause its interests to be in direct conflict with the best interests of the Company, would cause a breach or impairment of any of its covenants or objections herein, or would be prohibited under Regulation M or any other anti-manipulation rules under the Securities Act; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s 's counsel by the Company confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company hereby acknowledges and agrees thatagrees: a. MLV (a) KeyBanc is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVKeyBanc, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV KeyBanc has advised or is advising the Company on other matters, and MLV KeyBanc has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by KeyBanc; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) KeyBanc has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV KeyBanc and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV KeyBanc has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV KeyBanc for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV KeyBanc shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) X. Xxxxx FBR is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVX. Xxxxx FBR, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV X. Xxxxx FBR has advised or is advising the Company on other matters, and MLV X. Xxxxx FBR has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) X. Xxxxx FBR has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV X. Xxxxx FBR and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV X. Xxxxx FBR has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV X. Xxxxx FBR for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV X. Xxxxx FBR shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVX. Xxxxx FBR’s obligations under this Agreement and to keep information provided by the Company to MLV X. Xxxxx FBR and MLV’s X. Xxxxx FBR's counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it It is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV The Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it It is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it It waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship.  The Company acknowledges and agrees that::  a. MLV (a) The Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. ; it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;;  c. MLV (b) the Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate;30  d. (c) it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; andand  e. (d) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLVthe Agent’s obligations under this Agreement and to keep information provided by the Company to MLV the Agent and MLVthe Agent’s counsel confidential to the extent not otherwise publicly-available.. 

Absence of Fiduciary Relationship. The Company Each of the Fund and the Adviser acknowledges and agrees that: a. MLV (a) Xxxxx is acting solely as a placement agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsno fiduciary, and no fiduciary advisory or advisory agency relationship between the Company Fund or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partythe Adviser, on the one hand, and MLVXxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxx has advised or is advising the Company Fund or the Adviser on other matters, matters and MLV Xxxxx has no obligation obligations to the Company Fund or the Adviser with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Placement Shares and the commission, discount or other compensation received by Xxxxx in connection with the offering of the Placement Shares set forth in this Agreement were established by the Fund following discussions and arms-length negotiations with the Representatives; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Xxxxx is and has been acting solely as principal and not as fiduciary, advisor or agent of the Fund or the Adviser or any of their respective affiliates; (e) Xxxxx has not provided any legal, accounting, regulatory or tax advice to the Fund or the Adviser with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors advisers to the extent it has deemed appropriate; d. ; it is aware that MLV Xxxxx and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company Fund and MLV the Adviser, and Xxxxx has no obligation to disclose such interests and transactions to the Company Fund or the Adviser by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right on behalf of it the Fund or the CompanyAdviser. If the foregoing correctly sets forth the understanding between the Fund, employees or creditors the Adviser and Xxxxx, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Fund, the Adviser and Xxxxx. Very truly yours, CALAMOS GLOBAL TOTAL RETURN FUND By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Chief Financial Officer By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: President of CompanyDistribution and Operations By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Chief Financial Officer From: [ ] Cc: [ ] To: [ ] Date: , other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential 2010 Subject: Capital On Demand — Placement Notice Gentlemen: Pursuant to the extent not otherwise publicly-availableterms and subject to the conditions contained in the Capital On Demand™ Amended and Restated Sales Agreement between Calamos Global Total Return Fund (the “Fund”), Calamos Advisors LLC (the “Adviser”) and JonesTrading Institutional Services LLC (“Xxxxx”) dated March ___, 2010 (the “Agreement”), I hereby request on behalf of the Fund that Xxxxx sell up to [ ]shares of the Fund’s common shares of beneficial interest, no par value per share, at a minimum market price of $ per share. The time period during which sales are requested to be made shall be . [No more than shares may be sold in any one trading day.] ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY XXXXX, AND/OR THE CAPACITY IN WHICH XXXXX MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction which would cause its interests to be in direct conflict with the best interests of the Company, would cause a breach or impairment of any of its covenants or obligations herein, or would be prohibited under Regulation M or any other anti-manipulation rules under the Securities Act; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel by the Company confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV Each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVan Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV each Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV Each Agent has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agents and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV each Agent has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agents for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agents shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s the Agents’ obligations under this Agreement and to keep information provided by the Company to MLV the Agents and MLV’s its counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction that would cause its interests to be in direct conflict with the best interests of the Company or that would cause a breach of its covenants and obligations hereunder; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting : (a) the Placement Agent has been retained solely to act as a placement agent in connection with the public offering of the Placement Shares Offering and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on and the one hand, and MLV, on the other hand, Placement Agent has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Placement Agent has advised or is advising the Company on other matters, ; (b) the price and MLV has no obligation to other terms of the Company with respect to the transactions contemplated by this Agreement except the obligations expressly Units set forth in this Agreement; b. it the indenture related to the Units were established by the Company following discussions and arms-length negotiations with the Placement Agent and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and ; (c) it has consulted its own legal, accounting, regulatory and tax advisors to been advised that the extent it has deemed appropriate; d. it is aware that MLV Placement Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that the Placement Agent has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (d) it waiveshas been advised that the Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the Placement Agent, and not on behalf of the Company; (e) it waives to the fullest extent permitted by law, any claims it may have against MLV the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with respect of any of the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV the Placement Agent shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including shareholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Operating Partnership acknowledges and agrees that: a. MLV is acting (a) the Underwriters have been retained solely to act as agent Underwriters in connection with the public offering sale of the Placement Shares Notes and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, Operating Partnership and MLV, on the other hand, has Underwriters have been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has the Underwriters have advised or is are advising the Company or the Operating Partnership on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Notes set forth in this Agreement; b. it is Agreement was established by the Company and the Underwriters following discussions and arms-length negotiations with the Underwriters and the Company, and the Company and the Operating Partnership are capable of evaluating and understanding, understanding and understands understand and accepts, accept the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and (c) it has consulted its own legal, accounting, regulatory been advised that the Underwriters and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Operating Partnership and MLV has that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Operating Partnership by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (d) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriters, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with and agree that the sale of Placement Shares under this Agreement and agrees that MLV Underwriters shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company or the Operating Partnership in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV or the Operating Partnership. If the foregoing is in accordance with your understanding of our agreement, please sign and MLV’s counsel confidential return to the extent not otherwise publicly-available.Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters, the Company and the Operating Partnership in accordance with its terms. Very truly yours, ARBOR REALTY TRUST, INC. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer ARBOR REALTY LIMITED PARTNERSHIP By: Arbor Realty GPOP, Inc., its General Partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Financial Officer Accepted and agreed to as of the date first above written, on behalf of themselves and the several other Underwriters named on Schedule I hereto: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Managing Director By: /s/ Xxxx Xxx Name: Xxxx Xxx Title: Director XXXXX, XXXXXXXX & XXXXX, INC. By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Director MLV & CO. LLC By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: President Deutsche Bank Securities Inc. $ 22,550,000 Xxxxx, Xxxxxxxx & Xxxxx, Inc. $ 11,000,000 MLV & Co. LLC $ 11,000,000 Credit Suisse Securities (USA) LLC $ 6,600,000 JMP Securities LLC $ 1,100,000 Ladenburg & Xxxxxxxx & Co. Inc. $ 2,750,000 Total $ 55,000,000 Final pricing term sheet containing the terms of the Notes, substantially in the form of Schedule III attached hereto. Issuer: Arbor Realty Trust, Inc., a Maryland corporation Title of Securities: 7.375% Senior Notes due 2021 (the “Notes”)

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Manager is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between among the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Manager, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Manager has advised or is advising the Company on other matters, and MLV the Manager has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by the Manager; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) the Manager has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV the Manager and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV the Manager has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; (f) the Manager and its affiliates may engage in trading in the Common Stock for their own account or for the account of its clients at the same time as sales of the Securities occur pursuant to this Agreement; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Manager for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Manager shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, , employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Partnership, jointly and severally, acknowledges and agrees that: a. MLV (a) KeyBanc Capital Markets is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders shareholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVKeyBanc Capital Markets, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV KeyBanc Capital Markets has advised or is advising the Company on other matters, and MLV KeyBanc Capital Markets has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) the public offering price of the Securities set forth in this Agreement was not established by KeyBanc Capital Markets; (c) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) KeyBanc Capital Markets has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (e) it is aware that MLV KeyBanc Capital Markets and its respective affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV KeyBanc Capital Markets has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV KeyBanc Capital Markets for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV KeyBanc Capital Markets shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company. If the foregoing is in accordance with your understanding of our agreement, other than in respect of MLV’s obligations under this Agreement please sign and return to keep information provided by the Company to MLV a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between KeyBanc Capital Markets and MLV’s counsel confidential the Company in accordance with its terms. Very truly yours, By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer & Treasurer By: /s/ Xxxx X. Xxxx Name: Xxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer & Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: KEYBANC CAPITAL MARKETS INC. By /s/ Xxxx Xxxxxxxx Authorized Signatory Xxxx Xxxxxxxx Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the extent not otherwise publicly-availableterms and subject to the conditions contained in the Equity Distribution Agreement among Glimcher Realty Trust (the “Company”), Glimcher Properties Limited Partnership and KeyBanc Capital Markets Inc. dated as of May 16, 2011 (the “Agreement”), I hereby request on behalf of the Company that KeyBanc Capital Markets Inc. sell up to [ ] of the Company’s common shares of beneficial ownership, par value $_____ per share, at a minimum market price of $_______ per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY KEYBANC CAPITAL MARKETS INC., AND/OR THE CAPACITY IN WHICH KEYBANC CAPITAL MARKETS MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Xxxxx X Xxxxxx, xxxxxxx@xxxxxxxxx.xxx Xxxx Xxxxxxxx, XXxxxxxxx@xxxxxxxxx.xxx Xxxx Xxxxxxxxxxx, xxxxxxxxxxxx@xxxxxxxxx.xxx

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat (a) no fiduciary, and no fiduciary advisory, or advisory agency relationship between the Company and Prides is intended to be or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this AgreementCommitment Letter, irrespective of whether or not MLV Prides has advised or is advising the Company on other matters, (b) Prides, on the one hand, and MLV has no obligation to the Company, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company with respect to rely on, any fiduciary duty on the transactions contemplated by this Agreement except part of Prides, (c) the obligations expressly set forth in this Agreement; b. it Company is capable of evaluating and understanding, and the Company understands and accepts, the terms, risks risks, and conditions of the transactions contemplated by this Agreement; c. MLV Commitment Letter, (d) the Company has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it been advised that Prides is aware that MLV and its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company Company’s interests and MLV has no that Prides does not have any obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it relationship, and (e) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV Prides for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Prides shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, employees including the Company’s stockholders, employees, or creditors of Companycreditors. Additionally, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company acknowledges and agrees that Prides is not advising the Company as to MLV any legal, tax, investment, accounting, or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and MLV’s counsel confidential shall be responsible for making its own independent investigation and appraisal of the transactions contemplated herein, and Prides shall have no responsibility or liability to the extent Company with respect thereto. Any review by Prides of the Company,, the transactions contemplated herein, or other matters relating to such transactions will be performed solely for the benefit of Prides and shall not otherwise publicly-availablebe on behalf of the Company or any of its affiliates.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting : (i) the Placement Agent has been retained solely to act as placement agent in connection with the public offering sale of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactionsthat no fiduciary, and no fiduciary advisory or advisory agency relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on and the one hand, and MLV, on the other hand, Placement Agent has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Placement Agent has advised or is advising the Company on other matters, ; (ii) the price and MLV has no obligation to other terms of the Company with respect to the transactions contemplated by this Agreement except the obligations expressly Shares set forth in this Agreement; b. it Agreement were established by the Company and the Company is capable of evaluating and understanding, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and ; (iii) it has consulted its own legal, accounting, regulatory and tax advisors to been advised that the extent it has deemed appropriate; d. it is aware that MLV Placement Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV that the Placement Agent has no obligation to disclose such interests interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship whether or otherwisenot it represents any entity which competes with the business of the Company; and e. (iv) it waiveshas been advised that, the Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of itself and not on behalf of the Company; and (v) the Company waives to the fullest extent permitted by law, any claims it may have against MLV the Placement Agent for breach of fiduciary duty or alleged breach of fiduciary duty in connection with respect of any of the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV the Placement Agent shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company. Newbridge Securities Corporation July 8, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.2015

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV THE COMPANY ACKNOWLEDGES AND AGREES THAT: (a) the Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVthe Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV the Agent has advised or is advising the Company on other matters, and MLV the Agent has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. ; (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not ; (c) neither the Agent nor its affiliates have provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. ; (d) it is aware that MLV the Agent and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Agent and its affiliates have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. and (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agent or its affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agent and its affiliates shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available. 23.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; provided that MLV hereby agrees not to engage in any such transaction which would cause its interests, to MLV’s knowledge, to be in direct conflict with the best interests of the Company; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) the Underwriters' responsibility to the Company is acting solely contractual in nature, the Underwriters have been retained solely to each act as agent an Underwriter in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, Offering and no fiduciary fiduciary, advisory or advisory agency relationship between the Company or and any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, Underwriters has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV an Underwriter has advised or is advising the Company on other matters, and MLV has no obligation to ; (b) the Company with respect to price of the transactions contemplated by this Agreement except the obligations expressly Shares set forth in this Agreement; b. it Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has (c) the Underwriters have not provided advised, nor are advising, the Company or any other person as to any legal, accountingtax, investment, accounting or regulatory or tax advice matters in any jurisdiction with respect to the transactions contemplated by this Agreement hereby; (d) the Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto; (e) the Underwriters have not and will not be rendering an opinion to the Company as to the fairness of the terms of the offering of the Shares; (f) it has consulted its own legal, accounting, regulatory been advised that the Underwriters and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has that the Underwriters have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; and e. (g) it waives, to the fullest extent permitted by law, any claims it may have against MLV the Underwriters for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Underwriters shall not have any no liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf of or in right of it or the Company, including stockholders, employees or creditors of the Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Barclays is acting solely as agent and/or principal in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVBarclays, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Barclays has advised or is advising the Company on other matters, and MLV Barclays has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it (b) the public sales price of the Securities set forth in this Agreement was not established by Barclays; (c) the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (d) Barclays has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it the Company has deemed appropriate; d. it (e) the Company is aware that MLV Barclays and its affiliates are engaged in a broad range of transactions which that may involve interests that differ from those of the Company Company, and MLV Barclays has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it (f) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV Barclays for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Barclays shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it the Company in respect of such a fiduciary duty claim or to any person or entity asserting a fiduciary duty claim on its behalf or in right of it or the Company, Company or employees or creditors of the Company. If the foregoing is in accordance with your understanding of our agreement, other than in respect of MLV’s obligations under this Agreement please sign and return to keep information provided by the Company to MLV a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between Barclays and MLV’s counsel confidential to the extent not otherwise publicly-available.Company in accordance with its terms. Very truly yours, By: /s/ XX Xxx Name: Xxxxxx Xxxxxxxxxxxx Xxx Title: Vice President and Treasurer CONFIRMED AND ACCEPTED, as of the date first above written: By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting solely as agent in connection with the public offering of the Placement Shares Notes and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Notes under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV Each Agent is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVany Agent, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV any Agent has advised or is advising the Company on other matters, and MLV no Agent has no any obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV has the Agents have not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it is aware that MLV the Agents and its their affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has the Agents have no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it waives, to the fullest extent permitted by law, any claims it may have against MLV the Agents for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV the Agents shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s the Agents’ obligations under this Agreement and to keep information provided by the Company to MLV the Agents and MLV’s their counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. (a) MLV is acting solely as agent in connection with the public offering of the Placement Shares Securities and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLV, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV has advised or is advising the Company on other matters, and MLV has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this Agreement; b. (b) it is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. (c) MLV has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. (d) it is aware that MLV and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. (e) it waives, to the fullest extent permitted by law, any claims it may have against MLV for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares Securities under this Agreement and agrees that MLV shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s obligations under this Agreement and to keep information provided by the Company to MLV and MLV’s 's counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV x. Xxxxxxxxxx is acting solely as agent in connection with the public offering of the Placement Shares and in connection with each transaction contemplated by this Agreement and the process leading to such transactions, and no fiduciary or advisory relationship between the Company or any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other party, on the one hand, and MLVXxxxxxxxxx, on the other hand, has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV Xxxxxxxxxx has advised or is advising the Company on other matters, and MLV Xxxxxxxxxx has no obligation to the Company with respect to the transactions contemplated by this Agreement except the obligations expressly set forth in this AgreementAgreement or as required by law; b. it the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV x. Xxxxxxxxxx has not provided any legal, accounting, regulatory or tax advice with respect to the transactions contemplated by this Agreement and it has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate; d. it the Company is aware that MLV Xxxxxxxxxx and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Xxxxxxxxxx has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; and e. it the Company waives, to the fullest extent permitted by law, any claims it may have against MLV Xxxxxxxxxx for breach of fiduciary duty or alleged breach of fiduciary duty in connection with the sale of Placement Shares under this Agreement and agrees that MLV Xxxxxxxxxx shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its behalf or in right of it or the Company, employees or creditors of Company, other than in respect of MLV’s Xxxxxxxxxx’x obligations under this Agreement and to keep information provided by the Company to MLV Xxxxxxxxxx and MLV’s Xxxxxxxxxx’x counsel confidential to the extent not otherwise publicly-available.