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 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 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 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 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 and/or the Operating Partnership on other matters, and MLV Xxxxxxx Xxxxx 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 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 the Operating Partnership and Xxxxxxx Xxxxx 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 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, 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) 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 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 (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 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) 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 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 (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 Shares; (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. 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 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 (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) [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. 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) 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 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 (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 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 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. (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 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 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 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 and each Guarantor acknowledges and agrees that: a. MLV (a) each of the Initial Purchasers is acting solely as agent an initial purchaser 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 and any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partyGuarantor, on the one hand, and MLVany of the Initial Purchasers, 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 Initial Purchasers has advised or is advising the Company or any Guarantor on other mattersmatters (it being understood that in any event that no Initial Purchaser shall be deemed to have provided legal, and MLV has no obligation accounting or tax advice to the Company with respect Company, any Guarantor or any of their respective subsidiaries); (b) the offering price of the Securities and the price to be paid by the transactions contemplated by this Agreement except Initial Purchasers for the obligations expressly Securities set forth in this AgreementAgreement were established by the Company and the Guarantors following discussions and arms-length negotiations with the Representative; b. it is (c) they are 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 (d) they are aware that MLV the Initial Purchasers 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 the Guarantors and that none of the Initial Purchasers has no any obligation to disclose such interests and transactions to the Company or the Guarantors by virtue of any fiduciary, advisory or agency relationship or otherwise; (e) the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate; and e. it waives(f) they waive, to the fullest extent permitted by law, any claims it they may have against MLV any of the Initial 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 none of the Initial Purchasers shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it them in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its their behalf or in right of it them or the Company, the Guarantors or any 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-availableor any Guarantor.

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) 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 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) 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 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 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 and/or the Operating Partnership on other matters, and MLV Xxxxx Fargo 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 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 the Operating Partnership and Xxxxx Fargo 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 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, 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 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. (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 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 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 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 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 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 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 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 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 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 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 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 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. 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 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 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 Each of the Company acknowledges and agrees the Guarantors acknowledge and agree that: a. MLV (a) each of the Initial Purchasers is acting solely as agent an initial purchaser 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 and any of its respective affiliates, stockholders (or other equity holders), creditors or employees or any other partyGuarantor, on the one hand, and MLVany of the Initial Purchasers, 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 Initial Purchasers has advised or is advising the Company or any Guarantor on other mattersmatters (it being understood that in any event that no Initial Purchaser shall be deemed to have provided legal, and MLV has no obligation accounting or tax advice to the Company with respect Company, any Guarantor or any of their respective subsidiaries); (b) the offering price of the Securities and the price to be paid by the transactions contemplated by this Agreement except Initial Purchasers for the obligations expressly Securities set forth in this AgreementAgreement were established by the Company and the Guarantors following discussions and arms-length negotiations with the Representative; b. it is (c) they are 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 (d) they are aware that MLV the Initial Purchasers 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 the Guarantors and that none of the Initial Purchasers has no any obligation to disclose such interests and transactions to the Company or the Guarantors by virtue of any fiduciary, advisory or agency relationship or otherwise; (e) the Company and the Guarantors have consulted their own legal and financial advisors to the extent they deemed appropriate; and e. it waives(f) they waive, to the fullest extent permitted by law, any claims it they may have against MLV any of the Initial 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 none of the Initial Purchasers shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to it them in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on its their behalf or in right of it them or the Company, the Guarantors or any 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-availableor any Guarantor.

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 (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 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 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 has the Agent 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 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;32 DM3\4762407.4 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 Xxxxxxxxx is acting solely as agent representative of the Agents 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 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 on other matters, and MLV Ladenburg 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 Xxxxxxxxx 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 Ladenburg and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and MLV Ladenburg 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 Ladenburg 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 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 Company, employees or creditors of the Company, other than in respect of MLVLadenburg’s obligations under this Agreement and to keep information provided by the Company to MLV Ladenburg 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 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 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 (a) WDCO 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 MLVWDCO, 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 WDCO has advised or is advising the Company on other matters, and MLV WDCO 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) WDCO 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 WDCO 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 WDCO 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 WDCO 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 WDCO 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 WDCO 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 MLVWDCO’s obligations under this Agreement and to keep information provided by the Company to MLV WDCO and MLVWDCO’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) Each of the 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 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 Agent, 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 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 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 Agent, 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 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 Agent, 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 Agent, 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 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 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 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) 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 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 each Agent and MLV’s its respective 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 (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 (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 the 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: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President, General Counsel and Secretary By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: EVP - Head of Investment Banking From: PREFERRED APARTMENT COMMUNITIES, INC. Cc: [ ] To: NATIONAL SECURITIES CORPORATION Subject: Placement Notice Date: _______________, 20___ Gentlemen: Pursuant to the extent not otherwise publicly-availableterms and subject to the conditions contained in the Capital on Demand™ Sales Agreement between Preferred Apartment Communities, Inc. (the "Company") and National Securities Corporation (the "Placement Agent"), dated July [10], 2017 (the "Agreement"), I hereby request on behalf of the Company that the Placement Agent sell up to [ ] shares of the Company’s Common Stock at a minimum market price of $[ ] per share. [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, 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 THE AGENT, AND/OR THE CAPACITY IN WHICH THE AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] With a copy to [_____________________________] With a copy to Xxxx Xxxxxx at xxxxxxx@xxxxxxx.xxx The Agent shall be paid compensation of up to 3.0% of the gross proceeds from the sale of Placement Shares (subject to reduction in certain circumstances).

Absence of Fiduciary Relationship. The Each of the Company and the Adviser, 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 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 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 on other matters, and MLV Ladenburg 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 Common Shares 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 Ladenburg 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 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 Company, employees or creditors of Company. [Signature Page Follows.] If the foregoing is in accordance with your understanding of our agreement, other than please so indicate in respect the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among the Company, the Adviser and Ladenburg. Very truly yours, By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: President and Chairman of MLV’s obligations under this the Board of Directors By: /s/ Txxxxx X. Xxxxxxxx Name: Txxxxx X. Xxxxxxxx Title: President CONFIRMED AND ACCEPTED, as of the date first above written: By: /s/ Sxxxxx Xxxxxx Name: Sxxxxx Xxxxxx Title: Head of Capital Markets From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between The Hxxxxxxx Caribbean Basin Fund, Inc. (the “Company”), HXXXXXXX/CUBA, a division of Txxxxx X. Xxxxxxxx Advisors, Inc. and to keep information provided by Ladenburg Txxxxxxx & Co. Inc. (“Ladenburg”) dated September 10, 2015 (the “Agreement”), I hereby request on behalf of the Company that Ladenburg sell shares of the Company’s common stock, par value $0.001 per share, having an aggregate offering price of up to MLV $[ ], 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 LADENBURG, AND/OR THE CAPACITY IN WHICH LADENBURG MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH) Ladenburg shall be paid compensation equal to 2.0% of the gross sales price of Common Shares sold pursuant to the terms of this Agreement. The undersigned officer of The Hxxxxxxx Caribbean Basin Fund, Inc. (the “Company”), does hereby certify on behalf of the Company pursuant to the Equity Distribution Agreement dated September 10, 2015 (the “Distribution Agreement”), by and MLVamong the Company and HXXXXXXX/CUBA, a division of Txxxxx X. Xxxxxxxx Advisors, Inc., on the one hand, and Ladenburg Txxxxxxx & Co. Inc., on the other hand, in connection with the issuance and sale of shares of the Company’s counsel confidential common stock, par value $0.001 per share, as follows: (i) There is no material change, or any development involving a prospective change, in the authorized capital stock of the Company or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company from that set forth in the Prospectus. (ii) The representations and warranties of the Company in Section 5 of the Distribution Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Company Material Adverse Effect (as defined in the Distribution Agreement), 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 subject 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. (iii) No stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company’s knowledge, threatened. (iv) The Company has complied in all material respects with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied under the Distribution Agreement on or before the date hereof. Terms used herein and not otherwise publicly-availabledefined herein shall have the meanings assigned to such terms in the Distribution Agreement.

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 Each of the Partnership Parties, severally and not jointly, 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, Units 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 partyPartnership Parties, 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 has any of the Underwriters have advised or is advising the Company Partnership Parties on other matters, ; (b) the public offering price of the Units 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 Units set forth in this AgreementAgreement were established by the Partnership Parties following discussions and arms-length negotiations with the Representative; b. (c) it 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 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 that may involve interests that differ from those of the Company Partnership Parties and MLV that none of the Underwriters has no any obligation to disclose such interests and transactions to the Company Partnership Parties by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; 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 the sale of Placement Shares under this Agreement 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 CompanyPartnership Parties, including members, partners, employees or creditors of Companythe Partnership Parties. 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 to keep information provided by the Company to MLV and MLV’s counsel confidential return to the extent not otherwise publicly-available.Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Partnership Parties in accordance with its terms. Very truly yours, By: Archrock General Partner, L.P., its general partner By: Archrock GP LLC, its general partner By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer By: Archrock GP LLC, its general partner By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: By /s/ Xxxxx Xxxxx Authorized Signatory For itself and as Representative of the Underwriters named in Exhibit A hereto. X.X. Xxxxxx Securities LLC 1,400,000 Xxxxx Fargo Securities, LLC 460,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 420,000 RBC Capital Markets, LLC 420,000 Citigroup Global Markets Inc. 280,000 Xxxxxxx Sachs & Co. LLC 280,000 Scotia Capital (USA) Inc. 280,000 Regions Securities LLC 160,000 BB&T Capital Markets, a division of BB&T Securities, LLC 100,000 Xxxxxxx Xxxxx & Associates, Inc. 100,000 SMBC Nikko Securities America, Inc. 100,000 Total 4,000,000 Issue price: $13.75 per Common Unit Common Units offered: 4,000,000

Absence of Fiduciary Relationship. The Each of the Company and the Partnership acknowledges and agrees that: a. MLV (a) X.X. Xxxxxx 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 MLVX.X. 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 X.X. Xxxxxx has advised or is advising the Company or the Partnership on other matters, and MLV X.X. Xxxxxx has no obligation to the Company or the Partnership with respect to the transactions contemplated by this Agreement 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 X.X. Xxxxxx; (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) X.X. 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. (e) it is aware that MLV X.X. Xxxxxx 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 Partnership and MLV X.X. Xxxxxx has no obligation to disclose such interests and transactions to the Company or the 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 X.X. Xxxxxx 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 X.X. 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 CompanyCompany or the Partnership, or either of their respective 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 Each of the Company and the Bank 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, Bank 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 or the Bank on other matters, matters and MLV has no obligation to the Company and the Bank agree that they are solely responsible for making their own judgments in connection with respect to the transactions contemplated by this Agreement except offering; (b) the obligations expressly price of the Notes set forth in this Agreement; b. it Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and the Bank 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 may involve interests that differ from those of the Company and MLV has the Bank and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Bank 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 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 or the Bank 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 CompanyBank, including stockholders, employees or creditors of the Company or the Bank. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, other than in respect the Bank and the Representatives. Very truly yours, SYNCHRONY CARD FUNDING, LLC By: /s/ Axxxxx Xxx Name: Axxxxx Xxx Title: Manager and Vice President SYNCHRONY BANK By: /s/ Exxx Xxxxxxxx Name: Exxx Xxxxxxxx Title: Senior Vice President & Treasurer The foregoing Agreement is hxxxxx confirmed and accepted as of MLV’s obligations under this Agreement the date first above written. individually and to keep information provided by as Representative of the Company to MLV several Underwriters By: /s/ Lxxxxx Xxxxx Xxxx Name: Lxxxxx Xxxxx Xxxx Title: Director ABS Banking & Finance CITIGROUP GLOBAL MARKETS INC., individually and MLV’s counsel confidential to as Representative of the extent not otherwise publiclyseveral Underwriters By: /s/ Kxxxx Xxxxxxxxx Name: Kxxxx Xxxxxxxxx Title: Director MUFG SECURITIES AMERICAS INC., individually and as Representative of the several Underwriters By: /s/ Txxxxx Xxxxxxxxx Name: Txxxxx Xxxxxxxxx Title: Managing Director SynchronySeries. No. 333-available224689. Synchrony Card Issuance Trust, SynchronySeries Class A(2019-1) Notes (the “Notes”). $750,000,000. Expected Date of Terms Document: March 15, 2019. Risk Retention Agreement: March 15, 2019. Interest Rate or Formula: 2.95%.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV is acting (a) CF&Co 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 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, CF&Co has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV CF&Co has advised or is advising the Company on other matters, and MLV has no obligation to ; (b) 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, 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 CF&Co and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company and that CF&Co has no obligation to disclose such interests and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) CF&Co 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 (e) 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 CF&Co, 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 CF&Co 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 shareholders, 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 CF&Co, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and CF&Co. Very truly yours, By: /s/ Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Controlled Equity Offering—Placement Notice Gentlemen: Pursuant to the extent terms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement between Sunesis Pharmaceuticals, Inc. (the “Company”) and Cantor Xxxxxxxxxx & Co. (“CF&Co”) dated January 20, 2010 (the “Agreement”), I hereby request on behalf of the Company that CF&Co sell up to [ ] shares of the Company’s Common Stock, par value $0.0001 per share, at a minimum market price of $ per share. [The Company may include such other sales parameters at it deems appropriate.] Xxxx Xxxxx Xxxx Xxxxxxx Xxxxx Xxxxxxxxx Xxxxxx X. Xxxxxxx, Xx. Xxxx X. Xxxxxxxxx CF&Co shall be paid compensation up to but not otherwise publicly-availableexceeding 5% of the gross proceeds from the sales of the Placement Shares.

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 are 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 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 MLVthe Agent’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Each of the Company and the Adviser, severally and not jointly, 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 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. (b) the public offering price of the Common Shares set forth in this Agreement was not established by Wxxxx 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) Barclays 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 Barclays 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 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. (f) it 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 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 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 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 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 Partnership acknowledges and agrees that: a. MLV BRFBR 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 Partnership or any of its respective affiliates, stockholders unitholders (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 Partnership on other matters, and MLV BRFBR has no obligation to the Company Partnership 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 Partnership and MLV BRFBR has no obligation to disclose such interests and transactions to the Company Partnership 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 Securities 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 CompanyPartnership, employees or creditors of CompanyPartnership, other than in respect of MLVBRFBR’s obligations under this Agreement and to keep information provided by the Company Partnership to MLV BRFBR and MLVBRFBR’s counsel confidential to the extent not otherwise publicly-available.

Absence of Fiduciary Relationship. The Company Each of the Transaction Entities, severally and not jointly, acknowledges and agrees that: a. MLV (a) JPMorgan 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 MLVJPMorgan, 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 JPMorgan has advised or is advising the Company on other matters, and MLV JPMorgan 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) JPMorgan 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 JPMorgan 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 JPMorgan 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 JPMorgan 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 JPMorgan 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 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 the Company or any of its their respective affiliates, stockholders (or other equity holdersequityholders), 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 on other matters, and MLV the Sales 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 (b) the public offering price of the Securities was not established by the Sales Agent; (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) the Sales 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 (e) the Company is aware that MLV the Sales Agent and its affiliates are engaged in a broad range of advisory services and transactions which may involve interests that differ from those of the Company Company, and MLV the Sales Agent has no obligation to disclose such interests and interests, services or 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 the Sales Agent 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 Sales Agent 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 the Company’s behalf or in right of it such person or the Company, employees or creditors of the Company. If the foregoing is in accordance with your understanding of our agreement, other than please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and between the Sales Agent and the Company in respect accordance with its terms. Very truly yours, By: /s/ Pxxxx Xxxxxxx Name: Pxxxx Xxxxxxx Title: President and Chief Executive Officer CONFIRMED AND ACCEPTED, as of MLVthe date first above written: By: /s/ Dxxxxxx Xxxxxxx Name: Dxxxxxx Xxxxxxx Title: Head of Equity Capital Markets From: To: Cc: Subject: OncoSec Medical Incorporated Equity Distribution—Proposed Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement between OncoSec Medical Incorporated (the “Company”) and Oxxxxxxxxxx & Co. Inc. (“Sales Agent”) dated July 25, 2017 (the “Agreement”), I hereby request on behalf of the Company that Sales Agent sell shares of the Company’s obligations under common stock, par value $0.0001 per share, on the terms specified below: Minimum price at which Placement Securities may be sold: Date(s) on which Placement Securities may be sold: Compensation to the Sales Agent (if different from the Agreement): [ADDITIONAL SALES PARAMETERS MAY BE ADDED, SUCH AS THE MAXIMUM AGGREGATE OFFERING PRICE, THE TIME PERIOD IN WHICH SALES ARE REQUESTED TO BE MADE, SPECIFIC DATES ON WHICH THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY SALES AGENT (INCLUDING WHETHER SUCH SALES MAY BE MADE IN PRIVATELY NEGOTIATED TRANSACTIONS, TO THE EXTENT PERMITTED BY RULE 415(A)(4) UNDER THE 1933 ACT AND THE RULES OF THE EXCHANGE), AND/OR THE CAPACITY IN WHICH SALES AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Capitalized terms used herein without definition shall have the meanings given to such terms in the Agreement. ONCOSEC MEDICAL INCORPORATED By: Name: Title: Name Title E-mail Address Mxxxxxx Xxxxxxxx Managing Director Mxxxxxxx.xxxxxxxx@xxxx.xxx; DX-XxxxxxXXXXxxxxxxx@xxxx.xxx Wxxxxx Xxxxxxxxx Managing Director Wxxxxx.Xxxxxxxxx@xxxx.xxx; DX-XxxxxxXXXXxxxxxxx@xxxx.xxx Nxxxxxxx Xxxxx Associate Nxxxxxxx.Xxxxx@xxxx.xxx; DX-XxxxxxXXXXxxxxxxx@xxxx.xxx Name Title E-mail Address Pxxxx Xxxxxxx President and Chief Executive Officer pxxxxxxx@xxxxxxx.xxx Rxxxxxx Xxxxxxx Chief Financial Officer rxxxxxxx@xxxxxxx.xxx Sxxxxx Xxxxx-Xxxxxxxx Chief Legal and Compliance Officer sxxxxxxxxxxxxx@xxxxxxx.xxx The Sales Agent shall be paid compensation equal to 2.5% of the gross proceeds from the sale of Securities pursuant to the terms of this Agreement and to keep information provided by shall be reimbursed for certain expenses in accordance with Section 8(a) of this Agreement. The foregoing rate of compensation shall not apply when the Sales Agent acts as principal, in which case the Company may sell the Securities to MLV the Sales Agent as principal at a price agreed upon at the relevant Time of Sale pursuant to the applicable Placement Notice. __________, 20__ The undersigned is the duly elected or duly appointed [Chief Executive Officer] [Chief Financial Officer] of OncoSec Medical Incorporated, a Nevada corporation (the “Company”). The undersigned hereby executes this Officers’ Certificate as of the date hereof [in connection with the Representation Date] pursuant to the terms of that certain Equity Distribution Agreement, dated July 25, 2017 (the “Equity Distribution Agreement”), by and MLV’s counsel confidential between the Company and Oxxxxxxxxxx & Co. Inc. Capitalized terms used herein without definition shall have the meanings given to such terms in the Equity Distribution Agreement. The undersigned hereby further certifies, in his capacity as an officer of the Company and not in any individual capacity, that: 1. The representations and warranties of the Company in the Equity Distribution Agreement are true and correct with the same force and effect as though expressly made as of the date hereof, except to the extent not otherwise publiclythat any such representation or warranty speaks as of a different date or time, in which case such representation and warranty is true and correct as of such specified date or time; 2. The Company has complied with all of its obligations and satisfied all of the conditions on its part to be performed or satisfied under the Equity Distribution Agreement at or prior to the date hereof; 3. No stop order suspending the effectiveness of the Registration Statement or any post-availableeffective amendment thereto has been issued and no proceedings for that purpose have been instituted or, to my knowledge, are pending or threatened under the 1933 Act; and 4. Subsequent to the respective dates as of which information is given in the Registration Statement or the Prospectus, no event or development has occurred that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect, individually or in the aggregate, except as described in the Registration Statement and the Prospectus. Mxxxxxxx & Forester, LLP, counsel to the Company, is entitled to rely upon this Officers’ Certificate in connection with the opinion given by such firm pursuant to the Equity Distribution Agreement.

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 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) 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. (e) 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 and MLV UBS Securities 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 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, employees or creditors of Company. If the foregoing is in accordance with your understanding of our agreement, other than please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement by and among UBS Securities, the Company, the Adviser and the Administrator in respect accordance with its terms. Very truly yours, XXXXX CAPITAL BDC, INC. By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Chief Executive Officer GC ADVISORS LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager XXXXX CAPITAL LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Manager CONFIRMED AND ACCEPTED, as of MLVthe date first above written: UBS SECURITIES LLC By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Associate Director From: [ ] To: [ ] Cc: [ ] Date: [ ], 20[ ] Subject: Equity Distribution—Placement Notice Ladies and Gentlemen: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement by and among Xxxxx Capital BDC, Inc. (the "Company"), GC Advisors LLC, Xxxxx Capital LLC and UBS Securities LLC ("UBS Securities") dated August 20, 2014 (the "Agreement"), I hereby request on behalf of the Company that UBS Securities sell up to [XXX,XXX] shares (the "Placement Securities") of the Company’s obligations under common stock, par value $0.001 per share, at a minimum market price of $[XX.XX] 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 UBS SECURITIES, AND/OR THE CAPACITY IN WHICH UBS SECURITIES MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] Sincerely, [ ] UBS Securities LLC To: Xxxxxxxx Xxxxxx xxxxxxxx.xxxxxx@xxx.xxx Xxxxx X'Xxxxx Xxxxx.X-Xxxxx@xxx.xxx Xxxxx Capital BDC, Inc. To: Xxxxx X. Xxxxx xxxxxx@xxxxxxxxxxxx.xxx Xxxx X. Xxxxx xxxxxx@xxxxxxxxxxxx.xxx UBS Securities LLC shall be paid compensation equal to 2.00% of the gross proceeds from the sales of Securities pursuant to the terms of this Agreement Agreement. The undersigned, the Chief Executive Officer and the Chief Financial Officer of Xxxxx Capital BDC, Inc., a Delaware corporation (the “Company”), pursuant to keep information provided Section 7(o) of the Equity Distribution Agreement, dated as of August 20, 2014 (the “Equity Distribution Agreement”), by and among the Company, GC Advisors LLC, a Delaware limited liability company (the "Adviser"), and Xxxxx Capital LLC, a Delaware limited liability company (the "Administrator"), and UBS Securities LLC ("UBS Securities"), providing for the offer and sale by the Company to MLV UBS Securities of shares of the Company's common stock, par value $0.001 per share, having an aggregate offering price of up to $75,000,000.00, hereby certify that they are authorized to execute this Officers' Certificate in the name and MLV’s counsel confidential on behalf of the Company. Each of the undersigned also hereby certifies, on behalf of the Company, in his respective capacity as Chief Executive Officer or Chief Financial Officer, that: (1) the representations and warranties of the Company in the Equity Distribution Agreement are true and correct with the same force and effect as though expressly made at and as of the date hereof; (2) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the extent date hereof under or pursuant to the Equity Distribution Agreement; (3) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to our knowledge, are contemplated by the Commission; (4) there has not otherwise publicly-availablebeen, since the date of the Equity Distribution Agreement or since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business; and (5) the Company is not in possession of, and has not supplied UBS Securities with, any material non−public information. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Equity Distribution Agreement.

Absence of Fiduciary Relationship. The Each of the Company and the Bank 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, Bank 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 or the Bank on other matters, matters and MLV has no obligation to the Company and the Bank agree that they are solely responsible for making their own judgments in connection with respect to the transactions contemplated by this Agreement except offering; (b) the obligations expressly price of the Notes set forth in this Agreement; b. it Agreement was established by the Company following discussions and arms-length negotiations with the Underwriters and each of the Company and the Bank 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 may involve interests that differ from those of the Company and MLV has the Bank and that the Underwriters have no obligation to disclose such interests and transactions to the Company or the Bank 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 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 or the Bank 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 CompanyBank, including stockholders, employees or creditors of the Company or the Bank. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the undersigned a counterpart hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, other than in respect the Bank and the Representatives. Very truly yours, SYNCHRONY CARD FUNDING, LLC By: /s/ Axxxxx Xxx Name: Axxxxx Xxx Title: Vice President SYNCHRONY BANK By: /s/ Exxx Xxxxxxxx Name: Exxx Xxxxxxxx Title: Treasurer The foregoing Agreement is hereby confirmed and accepted as of MLV’s obligations under this Agreement the date first above written. individually and to keep information provided by as Representative of the Company to MLV several Underwriters By: /s/ Exxx Xxxxx Name: Exxx Xxxxx Title: Managing Director Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated, individually and MLV’s counsel confidential to as Representative of the extent not otherwise publiclyseveral Underwriters By: /s/ Rxxxx Xxxxxxxx Name: Rxxxx Xxxxxxxx Title: Director RBC Capital Markets, LLC, individually and as Representative of the several Underwriters By: /s/ Kxxxx Xxxxxx Name: Kxxxx Xxxxxx Title: Managing Director Wxxxx Fargo Securities, LLC, individually and as Representative of the several Underwriters By: /s/ Cxxxxxx XxXxxxxxx XX Name: Cxxxxxx XxXxxxxxx XX Title: Vice President SynchronySeries. No. 333-available224689. Synchrony Card Issuance Trust, SynchronySeries Class A(2018-1) Notes (the “Notes”). $1,000,000,000. Expected Date of Terms Document: September 26, 2018. Risk Retention Agreement: September 26, 2018. Interest Rate or Formula: 3.38%.

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 the 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 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-availableConfidentiality Agreement.

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. 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 partyParty, 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-publicly available.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) KBCM 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 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 MLVKBCM, 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 KBCM has advised or is advising the Company on other matters, and MLV KBCM 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) KBCM 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 KBCM 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 KBCM 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 Securities sold pursuant to this Agreement will not be established by KBCM; and e. (f) it waives, to the fullest extent permitted by law, any claims it may have against MLV KBCM 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 KBCM 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 Operating Partnership and the Company 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 Operating Partnership 's 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 partyOperating Partnership and the Company, on the one hand, and MLVthe Underwriters, on the other handother, 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 Operating Partnership or 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 securities set forth in this Agreement; b. it Agreement was established by the Operating Partnership following discussions and arms-length negotiations with the Underwriters, and the Operating Partnership 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 Underwriters and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of Operating Partnership and the Company and MLV has that the Underwriters have no obligation to disclose such interests and transactions to Operating Partnership or the Company by virtue of any fiduciary, advisory or agency relationship or otherwise; andrelationship; 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 respect of the sale of Placement Shares under transactions contemplated by 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 Operating Partnership or 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 the Operating Partnership or the Company, including limited partners or stockholders, employees or creditors of the Operating Partnership or the Company; and (e) Any review by the Underwriters of the Operating Partnership or the Company, the transactions contemplated hereby or other than in respect matters relating to such transactions will be performed solely for the benefit of MLV’s obligations under this Agreement the Underwriters and to keep information provided by shall not be on behalf of the Company to MLV and MLV’s counsel confidential to Operating Partnership or the extent not otherwise publicly-availableCompany.

Absence of Fiduciary Relationship. The Company acknowledges and agrees that: a. MLV (a) Capital One 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 MLVCapital One 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 Capital One Securities has advised or is advising the Company on other matters, and MLV Capital One Securities 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 price of the Securities set forth in this Agreement was not established by Capital One 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) Capital One 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. (e) it is aware that MLV Capital One Securities 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 Capital One Securities 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 Capital One 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 Capital One 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, 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 Each of the Partnership Parties, severally and not jointly, 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, Units 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 partyPartnership Parties, 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 has any of the Underwriters have advised or is advising the Company Partnership Parties on other matters, ; (b) the public offering price of the Units 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 Units set forth in this AgreementAgreement were established by the Partnership Parties following discussions and arms-length negotiations with the Representative; b. (c) it 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 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 that may involve interests that differ from those of the Company Partnership Parties and MLV that none of the Underwriters has no any obligation to disclose such interests and transactions to the Company Partnership Parties by virtue of any fiduciary, advisory or agency relationship or otherwiserelationship; 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 the sale of Placement Shares under this Agreement 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 CompanyPartnership Parties, including members, partners, employees or creditors of Companythe Partnership Parties. 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 to keep information provided by the Company to MLV and MLV’s counsel confidential return to the extent not otherwise publicly-available.Partnership a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement between the Underwriters and the Partnership Parties in accordance with its terms. Very truly yours, By: Exterran General Partner, L.P., its general partner By: Exterran GP LLC, its general partner By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer By: Exterran GP LLC, its general partner By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer By /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written: By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto. Xxxxx Fargo Securities, LLC 1,134,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 850,500 X.X. Xxxxxx Securities LLC 850,500 RBC Capital Markets, LLC 850,500 Xxxxxxx, Xxxxx & Co. 742,500 Xxxxxxx Xxxxx & Associates, Inc. 486,000 Xxxxxxxxx LLC 486,000 Total 5,400,000 Issue price: $28.36 per Common Unit Common Units offered: 5,400,000

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 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: Xxxxxxx X. Xxxxx Title: Chief Executive Officer & President

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;; 34 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 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 (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 MLVthe 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) CF&Co 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 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, CF&Co has been or will be created in respect of any of the transactions contemplated by this Agreement, irrespective of whether or not MLV CF&Co has advised or is advising the Company on other matters, and MLV has no obligation to ; (b) 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, understanding and understands and accepts, accepts the terms, risks and conditions of the transactions contemplated by this Agreement; c. MLV (c) 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 is aware been advised that MLV CF&Co 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 CF&Co 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. it (d) the Company waives, to the fullest extent permitted by law, any claims it may have against MLV CF&Co, for breach of fiduciary duty or alleged breach of fiduciary duty in connection with related to the sale of Placement Shares under transactions contemplated by this Agreement and agrees that MLV CF&Co 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 such 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 . If the foregoing correctly sets forth the understanding between the Company to MLV and MLV’s counsel confidential CF&Co, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and CF&Co. Very truly yours, By: /s/ Txxxxxx X. Xxxxx Txxxxxx X. Xxxxx General Counsel and Senior Vice President – Business Development By: /s/ Jxxxxxx Xxxxx Jxxxxxx Xxxxx Managing Director From: [ ] Cc: [ ] To: [ ] Subject: Controlled Equity Offering—Placement Notice Gentlemen: Pursuant to the extent not otherwise publicly-availableterms and subject to the conditions contained in the Controlled Equity OfferingSM Sales Agreement between MFA MORTGAGE INVESTMENTS, INC., (the “Company”) and Cantor Fxxxxxxxxx & Co. (“CF&Co”) dated December 12, 2008 (the “Agreement”), I hereby request on behalf of the Company that CF&Co sell up to [ ] shares of the Company’s common stock, par value $0.01 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 CF&CO, AND/OR THE CAPACITY IN WHICH CF&CO MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH).

Absence of Fiduciary Relationship. The Each of the Company and the Manager acknowledges and agrees that: a. MLV (a) KBW 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 MLVKBW, 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 KBW has advised or is advising the Company or the Manager on other matters, and MLV KBW 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 KBW; 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) KBW 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 KBW 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 KBW 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 KBW 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 KBW 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.