Common use of Accuracy of Descriptions Clause in Contracts

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Common Shares,” “Description of Preferred Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions headings “Description of Capital Shares” Prospectus Summary-Debt Financing and “Certain Provisions of New York Law and Our Certificate of IncorporationLiquidity,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesProspectus Summary-Tax Status,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and -The Offering,” “Risk Factors,” “Dividends Business-Leases,” “Business-Property Management Agreements,” “Business-Description of Certain Debt,” “Business-Regulation,” “Business-Insurance,” “Management-Limitation of Liability and Distribution PolicyIndemnification,” “Executive Compensation,” “Certain Relationships and Related Transactions,” “Structure and Formation of Our Company,” “Policies with Respect to Certain Activities,” “Description of Common SharesSeries A Preferred Stock,” “Description of Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” “Our Operating Partnership and the Partnership Agreement,” “Certain U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting (Conflicts of Interest),” insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documentsaffiliate transactions discussed therein, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— —Our Company Overview– Leverage Policies and Funding Strategy; -- Our Organization and Structure; Distribution Policy; - Restrictions Relating to Our Common Shares; - Investment Company Act Exemption; Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” Management’s Discussion and Analysis of Financial Condition and Results of Operations – Corporation Reorganization and REIT Qualification; and Emerging Growth Company Status; “Business Regulation,” Corporate Structure – REIT Status,” “Description of Common Capital Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” “Certain U.S. Federal Income Tax Considerations” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - —Emerging Growth Company Status Status; and The —Specific Terms of the Notes and the Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,Interested Director Transactions” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesSecurities,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - —Our Company,” “Prospectus Summary—Our Properties,” “Prospectus Summary—Our Tenants,” “Prospectus Summary—The Merger,” “Prospectus Summary—Registration Rights,” “Prospectus Summary—Government Regulation,” “Prospectus Summary—Our Operating Structure,” “Prospectus Summary—Restrictions Relating to on Ownership and Transfer,” “Prospectus Summary—Our Common Shares; - Tax Status,” “Prospectus Summary—Emerging Growth Company Status and The OfferingSmaller Reporting Company Status,” “Risk Factors,” “Dividends and Distribution Policy,” “Business and Properties—Our Company,” Business and Properties—Our Properties,” “Business and Properties—Our Tenants,” “Business and Properties—Rights of First Offer,” “Business and Properties—Our Target Markets,” “Business and Properties—The Merger,” “Business and Properties—Registration Rights,” “Business and Properties—Emerging Growth Company Status,” “Business and Properties—Governmental Regulation and Environmental and Related Matters,” “Executive Compensation,” “Certain Relationships and Related Party Transactions,” “Policies with Respect to Certain Activities,” “Structure and Formation of Our Company,” “Description of Common Sharesthe Partnership Agreement of Our Operating Partnership,” “Description of Capital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” and “Certain U.S. Shares Eligible for Future Sale,” “Material Federal Income Tax Considerations,” and “Plan of Distribution,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions headings “Description of Capital Shares” Prospectus Summary-Debt Financing and “Certain Provisions of New York Law and Our Certificate of IncorporationLiquidity,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesProspectus Summary-Our Formation Transactions and Structure,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - -Conflicts of Interest,” “Prospectus Summary-Tax Status,” “Prospectus Summary-Restrictions Relating to Our Common Shares; - Emerging Growth Company Status on Ownership and The OfferingTransfer of Stock,” “Prospectus Summary-Lock-Up Arrangements,” “Risk Factors,” “Dividends Business-STAG GI Investments, LLC,” “Business-Leases,” “Business-Property Management Agreements,” “Business-Description of Certain Debt,” “Business-Regulation,” “Business-Insurance,” “Management-Limitation of Liability and Distribution PolicyIndemnification,” “Management-Executive Compensation,” “Management-Employment Agreements,” “Management-Equity Incentive Plan,” “Management-Incentive Awards,” “Certain Relationships and Related Transactions,” “Structure and Formation of Our Company,” “Policies with Respect to Certain Activities,” “Description of Common SharesStock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” “Shares Eligible for Future Sale,” “Our Operating Partnership and the Partnership Agreement,” “Certain U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documentsaffiliate transactions discussed therein, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Supplement Summary—COVID-19 Regulatory Update,” “Prospectus Supplement Summary—Portfolio Update,” “Prospectus Supplement Summary—The Offering,” “Risk Factors—Risks Related to this Offering,” “Dividends and Distribution PolicyAdditional Material U.S. Federal Income Tax Considerations,” “Underwriting,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Supplement Summary—Our Properties,” “Prospectus Supplement Summary—Recent Acquisitions,” “Prospectus Supplement Summary—Acquisition Pipeline,” “Prospectus Supplement Summary—The Offering,” “Risk Factors—Risks Related to this Offering,” “Dividends and Distribution PolicyRisk Factors—Risks Relating to Regulation,” “Risk Factors—Risks Related to Our Business,” “Underwriting,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital SharesStock” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,Series A Preferred Stock” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock and the Series A Preferred Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating Risk Factors – Risks Related to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution PolicyRegulation,” “Description of Common SharesCapital Stock,” “Description of Series A Preferred Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package Statement and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made under the heading “Business—Regulatory Matters” in the Registration StatementCompany’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the General Disclosure Package Commission on March 1, 2018 and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and heading “Certain Provisions of New York Law Relationships and Our Certificate of Incorporation,Related Person Transactions” insofar in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 15, 2018, as they purport to constitute a summary of supplemented and modified by the terms statements under Item 1.01 of the Company’s common sharesCurrent Report on Form 8-K filed with the Commission on September 5, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities2018, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor Clearway LLC have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions [“Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering—Federal Income Tax Status,” “Risk FactorsManagement Compensation,” “Dividends Certain Relationships and Distribution Policy,” “Description of Common SharesRelated Party Transactions,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” and “Certain Shares Eligible for Future Sale,” “U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting,”] insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All material agreements between the Company or any of its Subsidiaries and any other party expressly referenced in that are included as an exhibit to the Registration Statement, Statement pursuant to Item 601(b)(10) of Regulation S-K of the General Disclosure Package and the Prospectus 1933 Act are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in all material respects, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification and contribution provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, policies and investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesSeries A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesSeries A Preferred Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Summary—Our Properties,” “Prospectus Summary—Our Tenants,” “Prospectus Summary—Summary Risk Factors,” “Prospectus Summary—The Offering,” “Risk Factors,” “Dividends and Distribution PolicyDescription of Series A Preferred Stock,” “Description of Securities,” “Policies with Respect to Certain Activities,” “Our Operating Partnership and the Operating Partnership Agreement,” “Market Price of and Dividends on Common SharesStock—Distribution Information,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” and “Certain Material U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Common Shares” and “Certain Provisions of New York Law and Our Certificate of IncorporationIncorporation and Bylaws,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesSeries A Preferred Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesPreferred Stock, and under the captions “Prospectus Supplement Summary— Company Summary - Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain Material U.S. Federal Income Tax Considerations” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and The OfferingCompany,” “Risk Factors,” “Dividends and Distribution PolicyPlan of Distribution,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package Statement and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions heading “Description of Capital SharesBusiness—Regulatory Matters” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of in the Company’s common sharesAnnual Report on Form 10-K for the year ended December 31, under 2018 filed with the caption “Description of Commission on February 28, 2019, as amended by the Notes,” insofar as it purports to constitute a summary of the terms of the Securitiesreport on Form 10-K/A filed on March 29, 2019, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” heading “Certain Provisions of New York Law Relationships and our Certificate of Incorporation and Bylaws,Related Person Transactions” and “Certain U.S. Federal Income Tax Considerations” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 19, 2019, insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respectsrespects as of the date of such filings. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor Clearway LLC have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering—Federal Income Tax Status,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” and “Certain Shares Eligible for Future Sale,” “U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All material agreements between the Company or any of its Subsidiaries and any other party expressly referenced in that are included as an exhibit to the Registration Statement, Statement pursuant to Item 601(b)(10) of Regulation S-K of the General Disclosure Package and the Prospectus 1933 Act are legal, valid and binding obligations of the Company or such Subsidiary, as applicableCompany, enforceable against the Company or such Subsidiaries, as applicable, as appropriateCompany, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification and contribution provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, policies and investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Supplement Summary—Our Properties,” “Prospectus Supplement Summary—Recent Investment Activity,” “Prospectus Supplement Summary—Acquisition Pipeline,” “Prospectus Supplement Summary—The Offering,” “Risk Factors—Risks Related to this Offering,” “Dividends and Distribution PolicyUnderwriting,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Our Company—Innovative Industrial Properties, Inc.,” “Our Company—Our Properties,” “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and —The Offering,” “Risk Factors,” —Risks Related to this Offering, “Dividends and Distribution PolicyRisk Factors—Risks Relating to Regulation,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) Final Offering Memorandum under the captions “Description of Capital Sharesthe Notes” and “Certain Provisions Description of New York Law and Our Certificate of IncorporationCapital Stock,” insofar as they purport to constitute a summary of the terms of the Company’s common sharesSecurities and the Common Stock, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securitiesrespectively, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Summary—Our Properties,” “Summary—Recent Acquisitions,” “Summary—Acquisition Pipeline,” “Summary—The Offering,” “Risk Factors—Risks Related to this Offering, the Notes and the Common Stock,” “Dividends and Distribution PolicyRisk Factors—Risks Relating to Regulation,” “Risk Factors—Risks Related to Our Business,” “Plan of Distribution,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “The Operating Partnership and the Operating Partnership Agreement,” and “Certain U.S. Material Federal Income Tax Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration StatementPreliminary Offering Memorandum, General the Pricing Disclosure Package and Prospectus the Final Offering Memorandum accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated. There are no legal or governmental proceedings or contracts or other documents of a character required to be described in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, which are not described as required.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Supplement Summary—Portfolio Update,” “Prospectus Supplement Summary—The Offering,” “Risk FactorsProspectus Supplement Summary—Capital Markets Activities,” “Dividends and Distribution PolicyRisk Factors—Risks Related to this Offering,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, the General Disclosure Package and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Prospectus Supplement Summary—Our Properties,” “Prospectus Supplement Summary—Investment Activity Year-to-Date,” “Prospectus Supplement Summary—Acquisition Pipeline,” “Prospectus Supplement Summary—The Offering,” “Risk Factors—Risks Related to this Offering,” “Dividends and Distribution PolicyUnderwriting,” “Additional Material U.S. Federal Income Tax Considerations,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions heading “Description of Capital SharesBusiness—Regulatory Matters” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of in the Company’s common sharesAnnual Report on Form 10-K for the year ended December 31, 2014 filed with the Commission on February 27, 2015, under the caption heading “Description of Certain Relationships and Related Person Transactions” in the Notes,” insofar as it purports to constitute a summary of Company’s Definitive Proxy Statement on Schedule 14A filed with the terms of the SecuritiesCommission on March 26, 2015, and under Item 1.01 in the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” Company’s Current Report on Form 8-K, filed with the Commission on May 15, 2015, insofar as such statements constitute summaries of the terms of statutessummarize legal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or affiliate transactions discussed therein, including related party agreements, power purchase agreements, offtake agreements and contracts and other documentsfor differences, are accurate and fair summaries of the terms of such statuteslegal matters, rules or regulationsagreements, legal matters or governmental documents, proceedings or agreements, contracts and other documents affiliate transactions in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus Prospectus, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, and except as rights under those provisions to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies Except as described in the Registration Statement, the General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions Prospectus, neither the Company nor NRG have sent or received any notice indicating the termination of or intention to terminate any of the Company with respect contracts or agreements referred to or described in the Registration Statement, the General Disclosure Package and the Prospectus or filed as an exhibit to the operation of its business, and no material deviation from such guidelines or policies is currently contemplatedRegistration Statement.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each caseProspectus, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylaws,” and “Certain U.S. Federal Income Tax Considerations” insofar as such statements constitute or summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, including, without limitation, statements made under the captions “Prospectus Summary—Our Company,” “Prospectus Summary—Our History,” “Prospectus Summary—Key Developments in the Last 18 Months,” “Prospectus Summary—Our Structure,” “Prospectus Summary—Summary Risk Factors,” “Prospectus Summary—Restrictions on Ownership and Transfer,” “Prospectus Summary—Lock-Up Agreements,” “Prospectus Summary—Distribution Policy,” “Prospectus Summary—Our Tax Status,” “Risk Factors,” “Use of Proceeds,” “Distribution Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” “Our Business and Investments—Our Company,” “Our Business and Investments—Our History and Structure,” “Our Business and Investments—Insurance,” “Our Business and Investments—Regulation,” “Management—Directors’ and Officers’ Liability Insurance,” “Management—Narrative Disclosure to Summary Compensation Table,” “Management—Summary of the Amended and Restated 2012 Incentive Compensation Plan,” “Description of Capital Stock,” “Certain Relationships and Related Party Transactions,” “Shares Eligible for Future Sale,” “Certain Provisions of Maryland Law and of Our Charter and Bylaws,” “Operating Partnership and the Partnership Agreement,” “Material Federal Income Tax Considerations,” “ERISA Considerations” and “Underwriting,” are accurate and fair summaries of the terms of such Common Stock, statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the or Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Statement and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating Risk Factors – Risks Related to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Risk Factors,” “Dividends and Distribution PolicyRegulation,” “Description of Common SharesCapital Stock,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Charter and Bylaws,” “Our Operating Partnership and the Operating Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” (as supplemented by “Additional Material U.S. Federal Income Tax Considerations”) and “ERISA Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package Statement and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package Statement and the Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) Final Offering Memorandum under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,Notes” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the Notes,” insofar as it purports to constitute a summary of the terms of the Securities, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to —Our Common Shares; - Emerging Growth Company Status and Company,” “Summary—Recent Investments,” “Summary—The Offering,” “Risk Factors—Risks Related to the Notes and the Offering,” “Dividends The Operating Partnership and Distribution Policy,” “Description of Common Shares,” “Certain Provisions of New York Law and our Certificate of Incorporation and Bylawsthe Operating Partnership Agreement,” and “Certain U.S. Material Federal Income Tax Considerations,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration StatementPreliminary Offering Memorandum, the General Pricing Disclosure Package and the Prospectus Final Offering Memorandum are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration StatementPreliminary Offering Memorandum, General the Pricing Disclosure Package and Prospectus the Final Offering Memorandum accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated. There are no legal or governmental proceedings or contracts or other documents of a character required to be described in the Preliminary Offering Memorandum, the Pricing Disclosure Package and the Final Offering Memorandum, which are not described as required.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesCapital Stock,” insofar as it purports to constitute a summary of the terms of the SecuritiesShares, and under the captions “Prospectus Supplement Summary— Company Overview; -- Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering—Federal Income Tax Status,” “Risk FactorsManagement Compensation,” “Dividends Certain Relationships and Distribution Policy,” “Description of Common SharesRelated Party Transactions,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” and “Certain Shares Available for Future Sale,” “U.S. Federal Income Tax Considerations,” “ERISA Considerations,” and “Underwriting” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All material agreements between the Company or any of its Subsidiaries and any other party expressly referenced in that are included as an exhibit to the Registration Statement, Statement pursuant to Item 601(b)(10) of Regulation S-K of the General Disclosure Package and the Prospectus Securities Act are legal, valid and binding obligations of the Company or such Subsidiary, as applicable, enforceable against the Company or such Subsidiaries, as applicable, as appropriate, in all material respects, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification and contribution provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, policies and investment guidelines and other policies described in the Registration Statement, General Disclosure Package Time of Sale Prospectus and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.

Accuracy of Descriptions. The statements made in the Registration Statement, the General Disclosure Package and the Prospectus (including in each case, the documents incorporated by reference therein) under the captions “Description of Capital Shares” and “Certain Provisions of New York Law and Our Certificate of Incorporation,” insofar as they purport to constitute a summary of the terms of the Company’s common shares, under the caption “Description of the NotesSecurities,” insofar as it purports to constitute a summary of the terms of the SecuritiesCommon Stock, and under the captions “Prospectus Supplement Summary— Company Overview; -- —Our Company,” “Prospectus Summary—Our Initial Property,” “Prospectus Summary—Our Operating Structure,” “Prospectus Summary—Restrictions on Ownership and Transfer of our Securities,” “Prospectus Summary—Federal Income Tax Status,” “Prospectus Summary—Distribution Policy; - Restrictions Relating to Our Common Shares; - Emerging Growth Company Status and The Offering,” “Prospectus Summary—Lock-Up Agreements,” “Risk Factors,” “Dividends and Distribution Policy,” “Restrictions Imposed by the USA Patriot Act and Related Acts,” “Business—Market Opportunity—The Regulated Medical-Use Cannabis Industry,” Business—Market Opportunity—The Federal Legal Landscape,” “Business—Our Target Markets,” “Business—Our Initial Property,” “Business—Our Leases,” “Business—Our Operating Structure,” “Business—Governmental Regulation,” “Our Management—Executive Officer and Director Compensation,” “Certain Relationships and Related Transactions,” “Policies with Respect to Certain Activities,” “Description of Common SharesSecurities,” “Certain Provisions of New York Maryland Law and our Certificate of Incorporation Our Charter and Bylaws,” “Shares Eligible for Future Sale,” “Our Operating Partnership and the Partnership Agreement,” “Certain Material U.S. Federal Income Tax Considerations,” “ERISA Matters,” and “Underwriting,” insofar as such statements constitute summaries of the terms of statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents, are accurate and fair summaries of the terms of such statutes, rules or regulations, legal matters or governmental proceedings or agreements, contracts and other documents in all material respects. All agreements between the Company or any of its Subsidiaries subsidiaries and any other party expressly referenced in the Registration Statement, the General Disclosure Package and the Prospectus are legal, valid and binding obligations of the Company or such Subsidiarysubsidiary, as applicable, enforceable against the Company or such Subsidiariessubsidiaries, as applicable, as appropriate, in accordance with their respective terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar laws affecting creditors’ rights generally and by general equitable principles and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity) and, with respect to any indemnification provisions contained therein, except as rights under those provisions may be limited by applicable law or policies underlying such law. The Company’s operating policies, investment guidelines and other policies described in the Registration Statement, General Disclosure Package and Prospectus accurately reflect in all material respects the current intentions of the Company with respect to the operation of its business, and no material deviation from such guidelines or policies is currently contemplated.