Common use of Agreements of the Company and the Operating Partnership Clause in Contracts

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably request. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by the Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter in connection with the registration or qualification of the Shares for offering and sale by the Underwriter under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. (l) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares.

Agreements of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership jointly and severally agree agrees with the Underwriter you as follows: (a) IfIn respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto Shares are to be declared effective before purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in a form approved by you pursuant to Rule 424 under the Securities Act no later than the Commission's close of business on the second Business Day following the date of determination of the offering price of the Shares may commence, and (iii) furnish copies of the Company will endeavor Prospectus to cause the Registration Statement or Underwriters and to such post-effective amendment to become effective dealers as you shall specify in New York City as soon as possible and will advise practicable after the date of this Agreement in such quantities as you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectivemay reasonably request. (b) The At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by you, will confirm such advice in writing: , of (i) the effectiveness of any amendment to the Registration Statement (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus relating to the Shares, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for amendment of or a supplement post-effective amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or . The Company will make every reasonable effort to prevent the issuance of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you, you without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement as first filed with the Commission and of each amendment theretoto it, but without exhibitsincluding all exhibits and documents incorporated by reference therein, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it and document incorporated by reference therein, as you may reasonably request.. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus oror any Term Sheet, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Documentif applicable, of which you shall not previously have been advised or to which you or counsel for the Underwriters shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus Underwriters, may be necessary in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required by the Act to be delivered under the Act or the Exchange Act in connection with sales by the Underwriter or dealerof Shares, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment as a result of the Company or which, in the opinion of counsel for the Underwriter is required Underwriters, it becomes necessary to be set forth in amend or supplement the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In Prospectus (in form and substance reasonably satisfactory to counsel for the event Underwriters) so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, if requested by youin the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will promptly issue a press release announcing comply with any law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or disclosing the matters to be covered by the proposed amendment or supplementdealers may reasonably request. (gf) The Company will cooperate with you and with counsel for the Underwriter use its best efforts, in connection cooperation with the registration Underwriters, to qualify, register or qualification of perfect exemptions for the Shares for offering offer and sale by the Underwriter several Underwriters under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationregistration; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (hg) The Company will To make generally available to its security holders a consolidated the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve (12) months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, the Company will furnish to you as soon as available (x) a copy of each regular and periodic report, financial statement or other publicly available information of the Company and any of its subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange and (y) such other publicly available information concerning the Company and any of its Subsidiaries as you may reasonably request. (i) During the period of five years hereafter, when the Company will furnish Prospectus is required to you (i) as soon as available, a copy of each report be delivered under the Act or the Exchange Act in connection with sales of the Company mailed Shares, to stockholders or file all documents required to be filed by it with the CommissionCommission pursuant to Section 13, and (ii) from 14 or 15 of the Exchange Act within the time to time such other information concerning periods required by the Company as you may reasonably requestExchange Act. (j) If this Agreement shall terminate or shall be terminated after execution pursuant The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each Preliminary Prospectus, the Prospectus and all amendments and supplements to any provisions hereof of them prior to or during the period specified in paragraph 5(c), (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereofii) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions printing and delivery of this Agreement, the Company agrees Deposit Agreement and the Blue Sky Memorandum, (iii) the qualification or registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(g) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Shares, (vi) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vii) furnishing such copies of the Registration Statement, the Preliminary Prospectus, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to reimburse you whom Shares may be sold, (viii) the preparation, issuance and delivery of certificates for all out-of-pocket expenses the Shares to the Underwriters, (including fees ix) the costs and charges of any transfer agent or registrar, (x) the cost and expenses of counsel for the UnderwriterDepositary under the Deposit Agreement, (xi) any expenses incurred by you the Company in connection herewithwith a "road show" presentation to potential investors, (xii) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters and (xiii) the fees and disbursements of the Company's counsel and accountants. (k) The Company will apply use its best efforts to maintain the net proceeds from the sale listing of the Shares in accordance with on the description set forth NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the Prospectusbest interests of the Company for the Shares to continue to be so listed. (l) The Company will timely file with use its best efforts to do and perform all things required to be done and performed under this Agreement by the Commission Company prior to the Prospectus pursuant Closing Date or any Option Closing Date, as the case may be, and to Rule 424(b) under satisfy all conditions precedent to the Act and will advise you delivery of the time and manner of such filingShares. (m) Except The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will use its best efforts to continue to qualify as stated a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), unless the Company's Board of Directors determines that it is no longer in this Agreement and in any Prepricing Prospectus and Prospectus, the best interests of the Company has to be so qualified. (o) The Company will not taken, nor will it takeat any time, directly or indirectly, take any action designed to intended, or that which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act.

Agreements of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership jointly and severally agree agrees with the Underwriter you as follows: (a) IfThe Registration Statement became effective on October 4, at 1996. No stop order suspending the time this Agreement is executed and delivered, it is necessary for effectiveness of the Registration Statement or a post-effective amendment thereto any part thereof has been issued and no proceeding for that purpose has been instituted, or to be declared effective before the offering knowledge of the Shares may commenceCompany, threatened by the Company will endeavor Commission or by the state securities authority of any jurisdiction. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to cause the Registration Statement knowledge of the Company, threatened by the Commission or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectivestate securities authority of any jurisdiction. (b) In respect of the offering of Shares, the Company will prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Shares are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares. The Company will furnish to the Underwriters named in the Prospectus and to such dealers as you shall specify as many copies of the Prospectus as the Underwriters shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (c) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by you, will confirm such advice in writing: , of (i) the effectiveness of any amendment to the Registration Statement (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the 1933 Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for amendment of or a supplement post-effective amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or . The Company will make every reasonable effort to prevent the issuance of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (cd) The Company will furnish to you, you without charge, (i) five copies one signed copy of the registration statement Registration Statement as originally first filed with the Commission and of each amendment theretoto it, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably requestexhibits, and (iv) to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment thereto, but without exhibitsto it, as you may reasonably request. (de) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus oror any Term Sheet, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Documentif applicable, of which you shall not previously have been advised or to which you or counsel for the Underwriters shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus Underwriters, may be necessary in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. (f) If, at any time when the Prospectus is required by the Act to be delivered under the Act or the Exchange Act in connection with sales by the Underwriter or dealerof Shares, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment as a result of the Company or which, in the opinion of counsel for the Underwriter is required Underwriters, it becomes necessary to be set forth in amend or supplement the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In Prospectus (in form and substance reasonably satisfactory to counsel for the event Underwriters) so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, if requested by youin the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will promptly issue a press release announcing comply with any law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or disclosing the matters to be covered by the proposed amendment or supplementdealers may reasonably request. (g) The Company will cooperate with you and with counsel for the Underwriter use its best efforts, in connection cooperation with the registration Underwriters, to qualify or qualification of register the Shares for offering offer and sale by the Underwriter several Underwriters under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationregistration; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (h) The Company will To make generally available to its security holders a consolidated the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (i) During the period of five years hereafterafter the date of this Agreement, the Company will furnish to you (i) as soon as available, available (x) a copy of each regular and periodic report or other publicly available information of the Company and any of its subsidiaries mailed to stockholders the holders of the Shares or filed with the Commission, Commission or any securities exchange and (iiy) from time to time such other publicly available information concerning the Company and any of its subsidiaries as you may reasonably request. (j) If this Agreement shall terminate During the period when the Prospectus is required to be delivered under the Act or shall the Exchange Act in connection with sales of the Shares, to file all documents required to be terminated after execution pursuant to any provisions hereof (otherwise than filed by it with the Commission pursuant to Section 11 hereof 13, 14 or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated 15 of the Exchange Act within the time periods required by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewithExchange Act. (k) The Company will apply pay all costs, expenses, fees and taxes incident to (i) the net proceeds from preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (c), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum, (iii) the qualification or registration of the Shares for offer and sale under the securities or Blue Sky laws and the real estate syndication laws of the several states in accordance with Section 5(g) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares in accordance with by the description set forth in Underwriters or by dealers to whom Shares may be sold, (vii) the Prospectuspreparation, issuance and delivery of certificates for the Shares to the Underwriters, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters and (x) the fees and disbursements of the Company's counsel and accountants. (l) The Company will timely file with use its best efforts to maintain the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you listing of the time Shares on the NYSE for a period of two years after the Closing Date and manner thereafter unless the Company's Board of such filingDirectors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (m) Except as stated in The Company will use its best efforts to do and perform all things required to be done and performed under this Agreement and in any Prepricing Prospectus and Prospectus, by the Company has prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (n) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (o) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (p) The Company will use its best efforts to continue to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") until October 21, 1999 and thereafter unless the Company's Board of Directors determines that it is no longer in the best interests of the Company to be so qualified. (q) The Company hereby agrees not taken, nor will it taketo, directly or indirectly, register the sale of, offer to sell, sell, contract to sell, grant any action designed option to purchase or that might reasonably be expected to cause or result in stabilization or manipulation otherwise dispose of any Shares of common stock, par value $.01 per share, of the price Company ("Common Shares") or any securities convertible into or exercisable or exchangeable for such Common Shares or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Shares, except to the Underwriters pursuant to this Agreement, for a period of 90 days after the date of the Prospectus Supplement without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period the Company may (i) grant shares of common stock and stock options pursuant to any employee benefit plan of the Company, (ii) issue Common Shares to facilitate upon the sale exercise of such options, (iii) redeem Units for Common Shares, (iv) issue shares of, or resale securities convertible into or exercisable or exchangeable for, Common Shares in connection with private placements for the acquisition of real property or direct or indirect interests in real property by the SharesCompany or its affiliates.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Initial Registration Statement, any Prepricing Prospectus Supplement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Initial Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fe) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five as many copies of the registration statement as originally filed with the Commission Initial Registration Statement and of each amendment thereto, including financial statements and all exhibits to thereto, as may be reasonably requested by the registration statementUnderwriter, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Initial Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) two copies of the exhibits to the Incorporated Documents. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection in paragraph (fe) below, file any document which which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received within one business day following your receipt of a copy of the document proposed to be filed, you shall objectreasonably object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriter, a prospectus is required to be delivered in connection with sales by the Underwriter or any dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by the Underwriter or dealer, the Company will expeditiously deliver to each the Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in the United States in which the Shares are offered by the UnderwriterUnderwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an the Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter and any dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (gf) The Company will cooperate with you and with counsel for the Underwriter in connection with the registration or qualification of the Shares for offering and sale by the Underwriter and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (hg) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-twelve- month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (ih) During the period of five years hereafter, the Company will furnish to you (i) as soon as availableconcurrently with mailing or filing, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request, which information you will treat confidentially unless the Company has publicly disclosed such information. (ji) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 10 hereof or by notice given by you terminating this Agreement pursuant to Section Sections 10 or 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriteryour counsel) incurred by you in connection herewith. (kj) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (lk) The Company will (i) prepare and timely file with the Commission the a Prospectus Supplement pursuant to Rule 424(b) under the Act containing information previously omitted at the time of effectiveness of the Registration Statement and will advise you of the time and manner of such filing, and (ii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus Supplement and prior to the termination of the offering of the Shares by the Underwriter. (ml) Except as stated in this Agreement and in any Prepricing Prospectus and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Stock to facilitate the sale or resale of the Shares. (m) The Company will cause the Shares to be listed, subject to notice of issuance, on the New York Stock Exchange (the "NYSE") on or before the Closing Date. (n) The Company qualifies, and will use its best efforts to meet the requirements to qualify, as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended (the "Code"). (o) The Company and the Operating Partnership in good faith will enforce the terms of any agreements with the Lessees or any parties affiliated with the Lessees relating to such agreements.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Representatives for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representatives promptly and, if requested by youthe Representatives, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on February 10, 2021 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representatives promptly and, and (if requested by you, will the Representatives) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representatives shall reasonably object in writing. (ci) The To the extent not available on EXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representatives or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration or qualificationand qualification and the preparation of the blue sky memorandum); provided that (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in no event shall connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; and (xi) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be obligated delivered under the Securities Act, is required to qualify be delivered under the Securities Act, the Company shall furnish a copy thereof to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out the Representatives and counsel for the Underwriters and obtain the consent of the offering or Representatives to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representatives as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During The Company shall use its best efforts to effect the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report listing of the Company mailed to stockholders or filed with Notes on the Commission, and (ii) from time to time such other information concerning NYSE list within 30 days of the Company as you may reasonably requestClosing Time. (jr) If this Agreement The Company shall terminate or shall be terminated after execution pursuant use its best efforts to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by maintain the Underwriter because listing of any failure or refusal the Notes on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewithNYSE. (ks) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (t) The Company and the Manager agree not to, and to use their best efforts to cause their respective officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company to facilitate the sale or resale of any of the SharesNotes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (u) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (v) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership agree, jointly and severally agree severally, with the Underwriter several Underwriters as follows: (a) If, at The Company and the Operating Partnership will file the Prospectus Supplement with the Commission in a form approved by the Underwriters within the applicable time this Agreement is executed and delivered, it is necessary period prescribed for filing by Rule 424 under the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectiveAct. (b) The Company will advise you the Underwriters promptly and, if requested by youthe Underwriters, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus Statement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fe) below, of any change in the Company's condition (financial or other)condition, business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will will, at the request of the Underwriters, furnish to youthe Underwriters, without charge, charge (i) five copies one copy of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, which shall be delivered to counsel for the Underwriters, (ii) such number of conformed copies of the Prepricing Prospectus or Prospectus registration statement as you originally filed and of each amendment thereto, but without exhibits, as the Underwriters may reasonably request, (iii) such number of copies of the Incorporated Documents Documents, without exhibits, as you the Underwriters may reasonably request, and (iv) such number of conformed up to six copies of the Registration Statement and of each amendment thereto, but without exhibitsexhibits to the Incorporated Documents, as you the Underwriters may reasonably request. (d) The Prior to the Option Closing Date, the Company will not inform the Underwriters of its intent to file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, or file any document which upon filing becomes an Incorporated Document, and the Company will furnish the Underwriters with copies of any such amendment, supplement or document a reasonable time in advance of filing; PROVIDED, the Company will not file any such amendment, supplement or document to which you the Underwriters shall not previously have been advised reasonably object unless such amendment, supplement or document is, or may be, in the reasonable judgment of counsel to whichthe Company, after you shall have received a copy of the document proposed required to be filed, you shall objectfiled by applicable law. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you the Underwriters may reasonably request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales of Shares by an any Underwriter or dealer. If during such period of time any event shall occur that as a result of which it is necessary in the judgment of the Company or in the opinion of counsel for the Underwriter is required Underwriters and counsel for the Company to be set forth in amend or supplement the Prospectus (as then amended or supplemented) in order that the Prospectus will not include any untrue statement of material fact or should be set forth therein omit to state a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (gf) The Company will cooperate with you the Underwriters and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided PROVIDED that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to taxation or to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (hg) The Company will make generally available to its security holders a consolidated an earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the ActAct and Rule 158 of the Commission promulgated thereunder. (ih) During the period of five three years hereafter, the Company will furnish to you (i) the Underwriters as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (ji) If this Agreement shall terminate the closing for the sale of the Firm Shares or shall be terminated after execution pursuant the Option Shares does not occur due to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to tender the Firm Shares or the Option Shares for delivery or the failure of the Company or the Operating Partnership to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you them in connection herewith. The Company shall not be obligated to reimburse such expenses if this Agreement is terminated pursuant to Section 10 or 11 hereof. (kj) The Company will apply contribute the net proceeds from the sale of the Shares to the Operating Partnership and the Company and the Operating Partnership will apply such net proceeds substantially in accordance with the description set forth under the caption "Use of Proceeds" in the ProspectusProspectus Supplement. In exchange for the contribution of such net proceeds, on the Closing Date, the Operating Partnership will issue preferred units (the "Preferred Units") of the Operating Partnership to the Company. The terms of such Preferred Units will be substantially equivalent to the economic terms of the Firm Shares. In addition, if any Additional Shares are purchased by the several Underwriters, on the Option Closing Date, the Operating Partnership will issue a number of additional Preferred Units based upon the number of such Additional Shares purchased by the Underwriters. (k) The Company will use its best efforts to meet the requirements to maintain its qualification for the fiscal year ending December 31, 1999 (and each fiscal quarter of such year) as a "real estate investment trust" (a "REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). (l) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Preferred Stock to facilitate the sale or resale of the Shares in violation of Regulation M under the Exchange Act. (m) The Company will use its reasonable efforts to (i) accomplish the listing of the Shares on the New York Stock Exchange within the 30-day period after the Closing Date and (ii) maintain the listing of the Shares, on the New York Stock Exchange or on any other national securities exchange on which the Company's class A common stock, par value $.01 per share (the "Class A Common Stock"), is listed, for a period of three years after the Closing Date, unless Saloxxx Xxxxx Xxxnxx Xxx. consents to the termination of such listing, which consent shall not be unreasonably withheld. (n) For a period of thirty (30) days from the date of the Prospectus Supplement, the Company will not, without the prior written consent of Saloxxx Xxxxx Xxxney, as representative of the Underwriters, offer for sale or sell any shares of Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Class A Common Stock in a public offering, other than (A) the Shares, (B) securities issued in connection with acquisition transactions, including, without limitation, the merger of Insignia Properties Trust with and into the Company, and any exchange offer, (C) any securities issued by the Operating Partnership and (D) any securities issued pursuant to any stock-based plan of the Company for its employees, officers or directors.. (o) The Company will use its reasonable best efforts to ensure that all equipment and systems to be acquired by the Company or its Subsidiaries will be "Year 2000 Compliant" which means that they will accurately process, calculate, compare, sequence, transmit and receive date/time data from, into, and between the 20th and 21st centuries and the years 1999 and 2000 and leap year calculations, except for such noncompliance that could not reasonably be expected to have a material adverse effect on the financial condition, business, properties, or results of operations of the Company and its Subsidiaries taken as a whole.

Agreements of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership jointly and severally agree agrees with the Underwriter you as follows: (a) IfIn respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto Shares are to be declared effective before purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in a form approved by you pursuant to Rule 424 under the Act no later than the Commission's close of business on the second Business Day following the date of determination of the offering price of the Shares may commence, and (iii) furnish copies of the Company will endeavor Prospectus to cause the Registration Statement or Underwriters and to such post-effective amendment to become effective dealers as you shall specify in New York City as soon as possible and will advise practicable after the date of this Agreement in such quantities as you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectivemay reasonably request. (b) The At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by you, will confirm such advice in writing: , of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for amendment of or a supplement post-effective amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or . The Company will make every reasonable effort to prevent the issuance of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you, you without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement as first filed with the Commission and of each amendment theretoto it, but without exhibitsincluding all exhibits and documents incorporated by reference therein, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it and document incorporated by reference therein, as you may reasonably request.. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus oror any Term Sheet, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Documentif applicable, of which you shall not previously have been advised or to which you or counsel for the Underwriters shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus Underwriters, may be necessary in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required by the Act to be delivered under the Act or the Exchange Act in connection with sales by the Underwriter or dealerof Shares, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment as a result of the Company or which, in the opinion of counsel for the Underwriter is required Underwriters, it becomes necessary to be set forth in amend or supplement the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In Prospectus (in form and substance reasonably satisfactory to counsel for the event Underwriters) so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, if requested by youin the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will promptly issue a press release announcing comply with any law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or disclosing the matters to be covered by the proposed amendment or supplementdealers may reasonably request. (gf) The Company will cooperate with you and with counsel for the Underwriter use its best efforts, in connection cooperation with the registration Underwriters, to qualify, register or qualification of perfect exemptions for the Shares for offering offer and sale by the Underwriter several Underwriters under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationregistration; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (hg) The Company will To make generally available to its security holders a consolidated the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve (12) months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, the Company will furnish to you as soon as available (x) a copy of each regular and periodic report, financial statement or other publicly available information of the Company and any of its Subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange and (y) such other publicly available information concerning the Company and any of its Subsidiaries as you may reasonably request. (i) During the period of five years hereafter, when the Company will furnish Prospectus is required to you (i) as soon as available, a copy of each report be delivered under the Act or the Exchange Act in connection with sales of the Company mailed Shares, to stockholders or file all documents required to be filed by it with the CommissionCommission pursuant to Section 13, and (ii) from 14 or 15 of the Exchange Act within the time to time such other information concerning periods required by the Company as you may reasonably requestExchange Act. (j) If this Agreement shall terminate or shall be terminated after execution pursuant The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), the Prospectus and all amendments and supplements to any provisions hereof of them prior to or during the period specified in Section 5(c), (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereofii) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions printing and delivery of this Agreement, the Company agrees Deposit Agreement and the Blue Sky Memorandum, (iii) the qualification or registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(g) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Shares, (vi) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vii) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to reimburse you whom Shares may be sold, (viii) the preparation, issuance and delivery of certificates for all out-of-pocket expenses the Shares to the Underwriters, (including fees ix) the costs and charges of any transfer agent or registrar, (x) the costs and expenses of counsel for the UnderwriterDepositary under the Deposit Agreement, (xi) any expenses incurred by you the Company in connection herewithwith a "road show" presentation to potential investors, (xii) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters and (xiii) the fees and disbursements of the Company's counsel and accountants. (k) The Company will apply use its best efforts to maintain the net proceeds from the sale listing of the Shares in accordance with on the description set forth NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the Prospectusbest interests of the Company for the Shares to continue to be so listed. (l) The Company will timely file with use its best efforts to do and perform all things required to be done and performed under this Agreement by the Commission Company prior to the Prospectus pursuant Closing Date or any Option Closing Date, as the case may be, and to Rule 424(b) under satisfy all conditions precedent to the Act and will advise you delivery of the time and manner of such filingShares. (m) Except The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will use its best efforts to continue to qualify as stated a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), unless the Company's Board of Directors determines that it is no longer in this Agreement and in any Prepricing Prospectus and Prospectus, the best interests of the Company has to be so qualified. (o) The Company will not taken, nor will it takeat any time, directly or indirectly, take any action designed to intended, or that which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act.

Agreements of the Company and the Operating Partnership. The Company and ------------------------------------------------------- the Operating Partnership jointly and severally agree with the Underwriter several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Initial Registration Statement, any Prepricing Prospectus Supplement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Initial Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fe) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five as many copies of the registration statement as originally filed with the Commission Initial Registration Statement and of each amendment thereto, including financial statements and all exhibits to thereto, as may be reasonably requested by the registration statementUnderwriters, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Initial Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) two copies of the exhibits to the Incorporated Documents. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection in paragraph (fe) below, file any document which which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received within one business day following your receipt of a copy of the document proposed to be filed, you shall objectreasonably object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered in connection with sales by the Underwriters or any dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in the United States in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter in connection with the registration or qualification of the Shares for offering and sale by the Underwriter under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. (l) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares.or

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter you as follows: (a) If, at The Company will furnish to the time this Agreement is executed Underwriters and delivered, it is necessary to such dealers as you shall specify as many copies of the Prospectus (and of any amendment or supplement thereto) as the Underwriters shall reasonably request for the Registration Statement purposes contemplated by the Act or a post-effective amendment thereto the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the "Exchange Act"). (b) At any time when the Prospectus is required to be declared effective before delivered under the offering Act or the Exchange Act in connection with sales of the Shares may commenceShares, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will to confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of the effectiveness of any amendment to the Registration Statement, (ii) of the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) of the receipt of any comments from the Commission relating to the Registration Statement, the Prospectus or any of the transactions contemplated by this Agreement, including any request by the Commission for amendment of or a supplement amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, (v) if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement is filed and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event during the period referred to in Section 5(d) below which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will To furnish to you, you without charge, (i) five signed copies of the registration statement Registration Statement as originally first filed with the Commission and of each amendment theretoto it, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably requestexhibits, and (iv) to furnish to you and each Underwriter designated by you such number of conformed copies of the Registration Statement as so filed and of each amendment theretoto it, but without exhibits, as you may reasonably request.. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or and not to make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which you or your counsel shall reasonably object after being so advised; and, during such period, to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which, after you shall have received a copy in the opinion of your counsel, may be necessary in connection with the distribution of the document proposed Shares by you, and to use its best efforts to cause any such amendment to the Registration Statement to become promptly effective. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be filedidentical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, you shall object.except to the extent permitted by Regulation S-T. (e) Prior to If during the execution and delivery period specified in Section 5(a), any event shall occur or condition shall exist as a result of this Agreementwhich, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act Underwriters, it becomes necessary to be delivered in connection with sales by the Underwriter amend or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of supplement the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other applicable law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In Prospectus (in form and substance reasonably satisfactory to counsel for the event Underwriters) so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, if requested by youin the light of the circumstances existing when it is so delivered, misleading, or so that the Prospectus will promptly issue a press release announcing comply with applicable law, and to furnish to each Underwriter and to such dealers as you shall specify as many copies thereof as such Underwriter or disclosing the matters to be covered by the proposed amendment or supplementdealer may reasonably request. (gf) The Company will Prior to any public offering of the Shares, to use its best efforts to cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering offer and sale by the Underwriter several Underwriters under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate request, to continue such registration or qualification in effect so long as required for distribution of the Shares and will to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration or qualification; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its declaration of trust or by-laws that the Board of Trustees of the Company reasonably determines to be contrary to the best interests of the Company and its shareholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary in order to effect such qualification or registration; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its declaration of trust or by-laws that the Board of Trustees of the Company reasonably determines to be contrary to the best interests of the Company and its shareholders. (hg) The Company will To make generally available to its security holders a consolidated the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available copies of all regular and periodic reports or other publicly available information of the Company and any of the Subsidiaries (as defined below) furnished to the record holders of Common Shares or furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed and such other publicly available information concerning the Company and the Subsidiaries as you may reasonably request. (i) During the period of five years hereafter, when the Company will furnish Prospectus is required to you (i) as soon as available, a copy of each report be delivered under the Act or the Exchange Act in connection with sales of the Company mailed Shares, to stockholders or file all documents required to be filed by it with the CommissionCommission pursuant to Section 13, and (ii) from 14 or 15 of the Exchange Act within the time to time such other information concerning periods required by the Company as you may reasonably requestExchange Act. (j) If Whether or not the transactions contemplated in this Agreement shall terminate are consummated or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant is terminated, to Section 11 pay or Section 12 hereofcause to be paid all expenses, costs, fees and taxes incident to the performance of its obligations under this Agreement, including: (i) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part fees, disbursements and expenses of the Company to comply Company's counsel and the Company's accountants in connection with the terms or fulfill registration and delivery of the Shares under the Act, (ii) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), any preliminary prospectus, the Prospectus and all amendments and supplements to any of the conditions foregoing, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (iii) all costs of printing and delivery of this Agreement, (iv) all expenses in connection with the Company agrees to reimburse you registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the several states and the real estate syndication laws of the several states in accordance with Section 5(f) hereof, and all out-of-pocket expenses costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including v) the filing fees and expenses disbursements of counsel for the UnderwriterUnderwriters in connection with the review and clearance of the offering of the Shares, if any, by the National Association of Securities Dealers, Inc. (the "NASD"), (vi) all fees and expenses in connection with the preparation and filing of the registration statement on Form 8-A relating to the Common Shares and all costs and expenses incident to the listing of the Shares on the New York Stock Exchange, Inc. (the "NYSE"), (vii) the cost of printing, issuing and delivering certificates representing the Shares to the Underwriters, (viii) the cost and charges of any transfer agent, registrar and/or depositary, (ix) furnishing such copies of the Registration Statement, the Prospectus and all amendments supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to whom Shares may be sold, (x) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters [and (xi) any expenses incurred by you the Company in connection herewithwith a "road show" presentation for potential investors]. (k) To use its best efforts to list for quotation the Shares on the NYSE and to maintain the listing of the Shares on the NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Trustees determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) To use its best efforts to do and perform all things required to be done and performed under this Agreement by the Company or the Operating Partnership prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares. (m) If the Registration Statement at the time of the effectiveness of this Agreement does not cover all of the Shares, to file a Rule 462(b) Registration Statement with the Commission registering the Shares not so covered in compliance with Rule 462(b) by 10:00 P.M., New York City time, on the date of this Agreement and to pay to the Commission the filing fee for such Rule 462(b) Registration Statement at the time of the filing thereof or to give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Act. (n) The Company will apply prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Company will use its best efforts to continue to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") unless the Company's Board of Trustees determines that it is no longer in the best interests of the Company to be so qualified. (p) The Company will use the net proceeds received by it from the sale of the Shares in accordance with the description set forth manner specified in the ProspectusProspectus under "Use of Proceeds." (lq) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in not at any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it taketime, directly or indirectly, take any action designed to intended, or that which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Securities for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Representatives for the distribution of the Securities, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Securities). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Securities may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representatives promptly and, if requested by youthe Representatives, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on August 7, 2017 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representatives promptly and, and (if requested by you, will the Representatives) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Securities contemplated herein; to advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representatives shall reasonably object in writing. (ci) The To the extent not available on XXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementSecurities, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Securities (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representatives or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Securities, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Securities; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Securities, including any stamp or transfer taxes in connection with the original issuance and sale of the Securities to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Securities; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Securities for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration or qualificationand qualification and the preparation of the blue sky memorandum); provided that (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in no event shall connection with presentations to prospective purchasers of the Securities; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Securities to be eligible for clearance and settlement through DTC; (xi) the reasonable and documented fees, expenses, and costs of Xxxxxxxx & Xxxxx LLP, counsel to the Underwriters, and (xii) all other costs and expenses incident to the performance by the Company be obligated of its obligations hereunder. (m) Prior to qualify filing with the Commission any amendment or supplement to do business in the Registration Statement, any jurisdiction where it is not now so qualified Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company shall furnish a copy thereof to take any action which would subject it to service of process in suits, other than those arising out the Representatives and counsel for the Underwriters and obtain the consent of the offering or Representatives to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representatives as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During At all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the period purpose of five years hereafter, enabling the Company will furnish to you satisfy its obligations to issue the Conversion Shares upon conversion of the Notes. (r) The Company shall use its best efforts to maintain the listing of the Conversion Shares on the NYSE and to file with the NYSE all documents and notices required by the NYSE of companies that have securities that are listed on the NYSE. (s) The Company shall use its best efforts to effect the listing of the Notes on the NYSE list within 30 days of the Closing Time. (t) The Company shall refrain, from the date hereof until 45 days after the date of the Prospectus, without the prior written consent of the Representatives, from, directly or indirectly, (i) as soon as availableoffering, a copy pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of each report or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, provided, however, that the Company may issue and sell Common Stock pursuant to any employee stock option plan, equity incentive plan, stock ownership plan or dividend reinvestment plan of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company in effect as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions date of this Agreement, the Company agrees may issue Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding as of the date of this Agreement and the Company may file a registration statement with regard to reimburse you for all out-of-pocket expenses securities issued or to be issued under any equity incentive plan. The foregoing sentence shall not apply to (including fees and expenses A) the Notes to be sold hereunder or (B) the issuance of counsel for the Underwriter) incurred by you in connection herewithConversion Shares. (ku) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. agrees not to, and to use its best efforts to cause its officers, directors and affiliates not to, (li) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectlyindirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company, to facilitate the sale or resale of any of the SharesSecurities, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Securities or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (v) The Company shall cause each officer and director of the Company to furnish to the Representatives, prior to the Initial Sale Time, a letter or letters, substantially in the form of Exhibit B hereto, pursuant to which each such person shall agree to the lock-up provisions as set forth in Exhibit B. (w) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (x) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Initial Registration Statement, any Rule 462(b) Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fh) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time.other (c) The Company will furnish to you, without charge, (i) five three signed copies of the registration statement as originally filed with the Commission Initial Registration Statement and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably requestthereto, and (ivany Rule 462(b) Registration Statement and will also furnish to you, without charge, such number of conformed copies of the Initial Registration Statement and of each amendment thereto, but without exhibits, and any Rule 462(b) Registration Statement as you may reasonably request. (d) The Company will not (i) file any amendment to the Initial Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or, prior to or the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, Term Sheet of which you shall not previously have been advised or to which, after which you shall have received object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you, as Representatives of the document proposed Underwriters, prior to be filed, you shall objector concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document)thereto, and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 11 hereof) or if this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you the Representatives for all out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. (l) The If Rule 430A of the Act is employed, the Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) If Rule 434 of the Act is employed, the Company will timely file with the Commission a Term Sheet relating to the Shares, which shall identify the Prepricing Prospectus that (n) If Rule 462(b) of the Act is employed, the Company shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 promulgated under the Act by the earlier of (i) 10:00 p.m. New York city time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (o) Except as provided in this Agreement, neither the Company nor the Operating Partnership will sell, offer to sell, solicit an offer to buy, contract to sell or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) for a period of 180 days after the date of the Prospectus, without the prior written consent of Smitx Xxxxxx Xxx.; provided, however, that the foregoing shall not prohibit (i) the Company or the Operating Partnership from issuing Common Shares, limited partner interests in the Operating Partnership ("Units"), or other securities exchangeable for Common Shares that are issued in connection with the acquisition of any office or industrial property, or (ii) the Company from issuing Common Shares upon the redemption of any Units issued in connection with SSI/TNC Transaction as described in the Prospectus. (p) The Company has furnished or will furnish to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current officers and trustees, five percent or greater shareholders, certain of their respective affiliates, and certain other shareholders designated by you, each of whom is identified on Schedule 6(p) hereto. (q) Except as stated in this Agreement and in any the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares. (r) The Company will use its best efforts to have the Shares listed, subject to notice of issuance, on the American Stock Exchange concurrently with the effectiveness of the Registration Statement. (s) The Company and the Operating Partnership in good faith will enforce the terms of each of the Transaction Documents.

Agreements of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership jointly and severally agree agrees with the Underwriter you as follows: (a) IfIn respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the names of the Underwriters participating in the offering and the number of Shares which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto Shares are to be declared effective before purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares, (ii) file the Prospectus in a form approved by you pursuant to Rule 424 under the Securities Act no later than the Commission's close of business on the second Business Day following the date of determination of the offering price of the Shares may commence, and (iii) furnish copies of the Company will endeavor Prospectus to cause the Registration Statement or Underwriters and to such post-effective amendment to become effective dealers as you shall specify in New York City as soon as possible and will advise practicable after the date of this Agreement in such quantities as you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectivemay reasonably request. (b) The At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by you, will confirm such advice in writing: , of (i) the effectiveness of any amendment to the Registration Statement (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for amendment of or a supplement post-effective amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or . The Company will make every reasonable effort to prevent the issuance of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you, you without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement as first filed with the Commission and of each amendment theretoto it, but without exhibitsincluding all exhibits and documents incorporated by reference therein, and to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it and document incorporated by reference therein, as you may reasonably request.. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or to make any amendment or supplement to the Prospectus oror any Term Sheet, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Documentif applicable, of which you shall not previously have been advised or to which you or counsel for the Underwriters shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus Underwriters, may be necessary in connection with the distribution of the Shares by you, and to use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required by the Act to be delivered under the Act or the Exchange Act in connection with sales by the Underwriter or dealerof Shares, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment as a result of the Company or which, in the opinion of counsel for the Underwriter is required Underwriters, it becomes necessary to be set forth in amend or supplement the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In Prospectus (in form and substance reasonably satisfactory to counsel for the event Underwriters) so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the Companystatements therein, if requested by youin the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will promptly issue a press release announcing comply with any law, and to furnish to each Underwriter and to such dealers as you shall specify, such number of copies thereof as such Underwriter or disclosing the matters to be covered by the proposed amendment or supplementdealers may reasonably request. (gf) The Company will cooperate with you and with counsel for the Underwriter use its best efforts, in connection cooperation with the registration Underwriters, to qualify, register or qualification of perfect exemptions for the Shares for offering offer and sale by the Underwriter several Underwriters under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriters may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationregistration; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (hg) The Company will To make generally available to its security holders a consolidated the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve (12) months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, the Company will furnish to you as soon as available (x) a copy of each regular and periodic report, financial statement or other publicly available information of the Company and any of its subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange and (y) such other publicly available information concerning the Company and any of its Subsidiaries as you may reasonably request. (i) During the period of five years hereafter, when the Company will furnish Prospectus is required to you (i) as soon as available, a copy of each report be delivered under the Act or the Exchange Act in connection with sales of the Company mailed Shares, to stockholders or file all documents required to be filed by it with the CommissionCommission pursuant to Section 13, and (ii) from 14 or 15 of the Exchange Act within the time to time such other information concerning periods required by the Company as you may reasonably requestExchange Act. (j) If this Agreement shall terminate or shall be terminated after execution pursuant The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), the Prospectus and all amendments and supplements to any provisions hereof of them prior to or during the period specified in paragraph 5(c), (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereofii) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions printing and delivery of this Agreement, the Company agrees Deposit Agreement and the Blue Sky Memorandum, (iii) the qualification or registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(g) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Shares, (vi) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vii) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriters or by dealers to reimburse you whom Shares may be sold, (viii) the preparation, issuance and delivery of certificates for all out-of-pocket expenses the Shares to the Underwriters, (including fees ix) the costs and charges of any transfer agent or registrar, (x) the cost and expenses of counsel for the UnderwriterDepositary under the Deposit Agreement, (xi) any expenses incurred by you the Company in connection herewithwith a "road show" presentation to potential investors, (xii) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriters and (xiii) the fees and disbursements of the Company's counsel and accountants. (k) The Company will apply use its best efforts to maintain the net proceeds from the sale listing of the Shares in accordance with on the description set forth NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the Prospectusbest interests of the Company for the Shares to continue to be so listed. (l) The Company will timely file with use its best efforts to do and perform all things required to be done and performed under this Agreement by the Commission Company prior to the Prospectus pursuant Closing Date or any Option Closing Date, as the case may be, and to Rule 424(b) under satisfy all conditions precedent to the Act and will advise you delivery of the time and manner of such filingShares. (m) Except The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will use its best efforts to continue to qualify as stated a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), unless the Company's Board of Directors determines that it is no longer in this Agreement and in any Prepricing Prospectus and Prospectus, the best interests of the Company has to be so qualified. (o) The Company will not taken, nor will it takeat any time, directly or indirectly, take any action designed to intended, or that which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of any of the SharesShares in violation of the Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership agree, jointly and severally agree severally, with the Underwriter several Underwriters as follows: (a) If, at A. To file the Prospectus Supplement in a form approved by the Representatives with the Commission within the applicable time this Agreement is executed and delivered, it is necessary period prescribed for filing by Rule 424 under the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Act. B. The Company will endeavor to cause advise the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you Representatives promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by youRepresentatives, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus Statement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in the first sentence of paragraph (fE) below, of any change in the Company's condition (financial or other)condition, business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) C. The Company will furnish to youthe Representatives, without charge, charge (i) five copies one signed copy of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, which shall be delivered to counsel for the Underwriters, (ii) such number of conformed copies of the Prepricing Prospectus or Prospectus registration statement as you originally filed and of each amendment thereto, but without exhibits, as the Representatives may reasonably request, (iii) such number of copies of the Incorporated Documents Documents, without exhibits, as you the Representatives may reasonably request, and (iv) such number of conformed up to six copies of the Registration Statement and of each amendment thereto, but without exhibitsexhibits to the Incorporated Documents, as you the Representatives may reasonably request. D. Prior to the end of the period of time referred to in the first sentence in subsection (dE) The below, the Company will not inform the Representatives of its intent to file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, or file any document which upon filing becomes an Incorporated Document, and the Company will furnish the Representatives with copies of which you shall not previously have been advised any such amendment, supplement or to which, after you shall have received document a copy reasonable amount of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery time in advance of this Agreementfiling; provided, the Company has delivered will not file any such amendment, supplement or document to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered Representatives shall reasonably object unless such amendment, supplement or document is required to be filed by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Companyapplicable law. (f) E. As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any the amendment or supplement thereto) as you the Underwriters may reasonably request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or and real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales of Shares by an any Underwriter or dealer. If during such period of time any event shall occur that as a result of which it is necessary in the judgment of the Company or in the opinion of counsel for the Underwriter is required Underwriters or counsel for the Company to be set forth in amend or supplement the Prospectus (as then amended or supplemented) in order that the Prospectus will not include any untrue statement of a material fact or should be set forth therein omit to state a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (dD) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) F. The Company will cooperate with you the Representatives and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you the Underwriters may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to taxation or to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) G. The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy for the provisions purposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Act. (i) H. During the period of five three years hereafter, the Company will furnish to you (i) the Underwriters as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) I. If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 10 hereof or by notice given by you the Representatives terminating this Agreement pursuant to Section 11 10 or Section 12 11 hereof) or if this Agreement shall be terminated by the Underwriter Representatives because of any failure or refusal on the part of the Company or the Operating Partnership to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you them in connection herewith. (k) J. The Company will apply contribute the net proceeds from the sale of the Shares to the Operating Partnership (directly or through one or more of its wholly-owned subsidiaries) and the Operating Partnership will apply such net proceeds substantially in accordance with the description set forth under the caption "Use of Proceeds" in the ProspectusProspectus Supplement. In exchange for the contribution of such net proceeds, on the Closing Date, the Operating Partnership will issue preferred units (the "Preferred Units") of the Operating Partnership to the Company (or one or more of its wholly-owned subsidiaries). The terms of such Preferred Units will be substantially equivalent to the economic terms of the Firm Shares. In addition, if any Additional Shares are purchased by the several Underwriters, on the relevant Option Closing Date, the Operating Partnership will issue a number of additional Preferred Units based upon the number of such Additional Shares purchased by the Underwriters. (l) K. The Company will timely file with use its best efforts to meet the Commission requirements to maintain its qualification for the Prospectus pursuant to Rule 424(bfiscal year ending December 31, 1998 (and each fiscal quarter of such year) as a "real estate investment trust" (a "REIT") under the Act and will advise you Internal Revenue Code of 1986, as amended (the time and manner of such filing"Code"). (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the L. The Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Preferred Stock to facilitate the sale or resale of the SharesShares in violation of Regulation M under the Exchange Act. M. The Company will use its reasonable efforts to (i) accomplish the listing of the Shares on the New York Stock Exchange within the 30 day period after the Closing Date and (ii) maintain the listing of the Shares on the New York Stock Exchange or on any other national securities exchange on which the Company's class A common stock, par value $.01 per share (the "Class A Common Stock"), is listed, for a period of three years after the Closing Date, unless Merrxxx Xxxcx xxxsents to the termination of such listing, which consent shall not be unreasonably withheld.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Representatives for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representatives promptly and, if requested by youthe Representatives, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on July 22, 2019 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representatives promptly and, and (if requested by you, will the Representatives) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representatives shall reasonably object in writing. (ci) The To the extent not available on XXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representatives or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration or qualificationand qualification and the preparation of the blue sky memorandum); provided that (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in no event shall connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; (xi) the reasonable and documented fees, expenses and costs of Xxxxxx & Bird LLP, counsel to the Underwriters, for up to $100,000; and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be obligated delivered under the Securities Act, is required to qualify be delivered under the Securities Act, the Company shall furnish a copy thereof to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out the Representatives and counsel for the Underwriters and obtain the consent of the offering or Representatives to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representatives as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During [Reserved.] (r) [Reserved.] (s) The Company shall use its best efforts to effect the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report listing of the Company mailed to stockholders or filed with Notes on the Commission, and (ii) from time to time such other information concerning NYSE list within 30 days of the Company as you may reasonably requestClosing Time. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (kt) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (u) The Company agrees not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company to facilitate the sale or resale of any of the SharesNotes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (v) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (w) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Representatives for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representatives promptly and, if requested by youthe Representatives, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on November 27, 2019 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representatives promptly and, and (if requested by you, will the Representatives) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representatives shall reasonably object in writing. (ci) The To the extent not available on EXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representatives or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration or qualificationand qualification and the preparation of the blue sky memorandum); provided that (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in no event shall connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; (xi) the reasonable and documented fees, expenses and costs of Axxxxx & Bird LLP, counsel to the Underwriters, for up to $75,000; and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be obligated delivered under the Securities Act, is required to qualify be delivered under the Securities Act, the Company shall furnish a copy thereof to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out the Representatives and counsel for the Underwriters and obtain the consent of the offering or Representatives to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representatives as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During [Reserved.] (r) [Reserved.] (s) The Company shall use its best efforts to effect the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report listing of the Company mailed to stockholders or filed with Notes on the Commission, and (ii) from time to time such other information concerning NYSE list within 30 days of the Company as you may reasonably requestClosing Time. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (kt) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (u) The Company agrees not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company to facilitate the sale or resale of any of the SharesNotes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (v) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (w) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five copies of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents Documents, as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably request. (d) The Company will not file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. (l) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as provided or described in this Agreement or in the Prospectus, neither the Company nor the Operating Partnership will sell, offer to sell, solicit an offer to buy, contract to sell or otherwise transfer or dispose of any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) for a period of 90 days after the date of the Prospectus, without the prior written consent of Xxxxx Xxxxxx Inc.; provided, however, that the foregoing shall not prohibit (i) the Company or the Operating Partnership from issuing Common Shares, limited partner interests in the Operating Partnership ("Units"), or other securities exchangeable for or redeemable into Common Shares in connection with the acquisition of any office or industrial property or an equity interest in any such property, (ii) the Company from issuing Common Shares upon the exercise or conversion of any Units or any options or warrants of the Company outstanding on the date hereof, (iii) the Company from issuing Common Shares to non-employee trustees of the Company as compensation for their participation on the Company's board of trustees, and (iv) awards under the Company's 1997 Long-Term Incentive Plan to employees of the Company other than those named in the Prospectus. (n) The Company has furnished to you "lock-up" letters, in form and substance satisfactory to you, signed by each of its current officers and trustees. (o) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (iwriting:(i) of any request by the Commission for amendment of or a supplement to the Registration Statement, any Prepricing Prospectus or the Prospectus, the Preliminary Prospectus or for additional information; (iiinformation;(ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other)condition, business, prospects, properties, net worth properties or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, charge (i) five copies one signed copy of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of which shall be delivered to counsel for the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (ivUnderwriters,(ii) such number of conformed copies of the Registration Statement registration statement as originally filed and of each amendment thereto, but without exhibits, as you may reasonably request,(iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) up to six copies of the exhibits to the Incorporated Documents, as you may request. (d) The Prior to the end of the period of time referred to in the first sentence in subsection (f) below, the Company will not inform you of its intent to file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, or file any document which which, upon filing becomes an Incorporated Document, and the Company will furnish you with copies of any such amendment, supplement or document in advance of filing; PROVIDED, the Company will not file any such amendment, supplement or document to which you shall not previously have been advised reasonably object unless such amendment, supplement or to which, after you shall have received a copy of the document proposed is required to be filed, you shall objectfiled by applicable law. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Preliminary Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Preliminary Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales of Shares by an any Underwriter or dealer. If during such period of time any event shall occur that as a result of which it is necessary in the judgment of the Company or in the opinion of counsel for the Underwriter is required Underwriters and counsel for the Company to be set forth in amend or supplement the Prospectus (as then amended or supplemented) in order that the Prospectus will not include any untrue statement of material fact or should be set forth therein omit to state a fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided PROVIDED that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to taxation or to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated an earnings statement, which need not be audited, covering a twelve-month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five three years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 10 hereof or by notice given by you terminating this Agreement pursuant to Section 11 10 or Section 12 11 hereof) or if this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company or the Operating Partnership to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you the Representatives for all out-of-pocket expenses (including the reasonable fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you in connection herewith. (k) The Company will apply contribute the net proceeds from the sale of the Shares to the Operating Partnership and the Company and the Operating Partnership will apply such net proceeds substantially in accordance with the description set forth under the caption "Use of Proceeds" in the ProspectusProspectus Supplement. (l) The Company will timely file with use its best efforts to meet the Commission requirements to maintain its qualification for the Prospectus pursuant to Rule 424(bfiscal year ending December 31, 1997 (and each fiscal quarter of such year), as a "real estate investment trust" (a "REIT") under the Act and will advise you Internal Revenue Code of 1986, as amended (the time and manner of such filing"CODE"). (m) Except as stated in this Agreement and in any Prepricing the Preliminary Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Stock to facilitate the sale or resale of the SharesShares in violation of Regulation M under the Exchange Act. (n) The Company will use its reasonable efforts to accomplish the listing of the Shares on the New York Stock Exchange.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Representatives for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representatives promptly and, if requested by youthe Representatives, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on December 5, 2024 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representatives promptly and, and (if requested by you, will the Representatives) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representatives and counsel for the Underwriters and obtain the consent of the Representatives prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representatives immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representatives promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representatives shall reasonably object in writing. (ci) The To the extent not available on XXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representatives or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representatives may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representatives, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration and qualification and the preparation of the blue sky memorandum); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; (xi) the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $100,000 (excluding any expenses paid pursuant to Section 5(l)(vi) or qualification; provided that in no event shall Section 5(l)(vii)) and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be obligated delivered under the Securities Act, is required to qualify be delivered under the Securities Act, the Company shall furnish a copy thereof to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out the Representatives and counsel for the Underwriters and obtain the consent of the offering or Representatives to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representatives as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During The Company shall use its best efforts to effect the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report listing of the Company mailed to stockholders or filed with Notes on the Commission, and (ii) from time to time such other information concerning NYSE list within 30 days of the Company as you may reasonably requestClosing Time. (jr) If this Agreement The Company shall terminate or shall be terminated after execution pursuant use its best efforts to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by maintain the Underwriter because listing of any failure or refusal the Notes on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewithNYSE. (ks) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representatives, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (t) The Company and the Manager agree not to, and to use their best efforts to cause their respective officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company to facilitate the sale or resale of any of the SharesNotes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (u) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code for its taxable year ending December 31, 2024 and thereafter, unless the board of directors of the Company determines that it is no longer in the best interests of the Company to maintain the Company's qualification as a REIT under the Code. (v) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representative promptly and, if requested by youthe Representative, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on April 18, 2022 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representative promptly and, and (if requested by you, will the Representative) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein, and shall advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, to file no such amendment or supplement to which the Representative shall reasonably object in writing. (ci) The To the extent not available on EXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration and qualification and the preparation of the blue sky memorandum); (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; (xi) the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $50,000 (excluding any expenses paid pursuant to Section 5(l)(vi) or qualification; provided that in no event shall Section 5(l)(vii)) and (xii) all other costs and expenses incident to the performance by the Company of its obligations hereunder. (m) Prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, during the time when a Prospectus relating to the Notes (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required to be obligated delivered under the Securities Act, is required to qualify be delivered under the Securities Act, the Company shall furnish a copy thereof to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out the Representative and counsel for the Underwriters and obtain the consent of the offering or Representative to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representative as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (kq) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representative, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior unsecured notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (r) The Company and the Manager agree not to, and to use their best efforts to cause their respective officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company to facilitate the sale or resale of any of the SharesNotes in violation of Regulation M, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (s) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code for its taxable year ending December 31, 2022 and thereafter, unless the board of directors of the Company determines that it is no longer in the best interests of the Company to maintain the Company's qualification as a REIT under the Code. (t) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” as such terms are defined in the Investment Company Act.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership jointly and severally agree with the Underwriter Underwriters as follows: (a) If, at The Company will prepare the time this Agreement is executed Prospectus Supplement in a form approved by you and delivered, it is necessary for cause the Registration Statement or a post-effective amendment thereto Prospectus Supplement to be declared effective before filed as required by Section 6(a) within the offering of applicable period specified in Rule 424(b) under the Shares may commence, Act (but only if you have not reasonably objected thereto by notice to the Company after having been furnished a copy a reasonable time prior to filing) and notify you promptly of such filing. (b) The Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will (i) advise you promptly and, if requested by you, will confirm such advice in writing, when of any request by the Commission for amendments to the Registration Statement or such post-effective amendments or supplements to the Prospectus or for additional information, (ii) prepare and file with the Commission, promptly upon your reasonable request, any amendment has to the Registration Statement or amendment or supplement to the Prospectus which may be necessary or advisable in connection with the distribution of the Shares by you, (iii) use its best efforts to cause any amendment to the Registration Statement to become promptly effective. , (biv) The Company will advise you promptly and, if requested by you, will to confirm such advice in writing: , when any amendment to the Registration Statement becomes effective, and (iv) for such period as in the opinion of any request counsel for the Underwriters a Prospectus is required by the Commission for amendment law to be delivered in connection with sales of Common Shares by an Underwriter or a dealer (the "Prospectus Delivery Period"), not file any further amendment to the Registration Statement and not make any amendment or supplement to the Registration StatementProspectus, any Prepricing Prospectus or unless a copy thereof shall have been submitted to the Prospectus or for additional information; Underwriters within a reasonable period of time prior to the filing thereof and you shall not have objected thereto in good faith. (iic) The Company will promptly advise you of and, if requested by you, confirm such advice in writing, (i) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; and purposes or the threat thereof, (iiiii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event during the period referred to in Section 5(f) below which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, and (iii) of receipt by the Company or any representative or attorney of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or Company of any other lawcommunication from the Commission relating to the Company, the Registration Statement, or the Prospectus. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort use its best efforts to obtain the withdrawal or lifting of such order at the earliest possible time. (cd) The During the Prospectus Delivery Period, the Company will furnish to you, upon request and without charge, (i) five two signed copies of the registration statement Registration Statement as originally first filed with the Commission and of each post- effective amendment thereto, including all exhibits, financial statements statements, schedules and all exhibits any documents incorporated by reference therein and furnish to the registration statementyou and each Underwriter designated by you, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably requestwithout charge, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Registration Statement as so filed and of each post-effective amendment thereto, but without exhibits, thereto as you may reasonably request. (d) The Company will not file any amendment to the Registration Statement , without exhibits, financial statements or make any amendment or supplement to the Prospectus orschedules, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall objectbut including documents incorporated by reference therein. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterwill, prior to 10:00 A.M., New York City time, on the first business day after the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as thereafter during the Prospectus Delivery Period, furnish in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by the Underwriter or dealer, the Company will expeditiously deliver New York City to each Underwriter and each dealer, any dealer without charge, charge as many copies of the Prospectus (and of containing the Prospectus Supplement or any amendment or supplement thereto) thereto and any documents incorporated by reference as you such Underwriter or dealer may reasonably request. The Company consents to the use of the Prospectus, the Prospectus (and of Supplement or any amendment or supplement thereto) in accordance with thereto by the provisions of the Act Underwriter and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which by all dealers to whom the Shares are offered by the Underwritermay be sold, both in connection with the offering and or sale of the Shares and for such any period of time thereafter as during which the Prospectus is required by the Act law to be delivered in connection with sales by an Underwriter or dealer. therewith. (f) If during such period of time the Prospectus Delivery Period, any event shall occur that in the judgment or condition shall exist as a result of the Company or which, in the opinion of counsel for the Underwriter is required Underwriters, it becomes necessary to be set forth in amend or supplement the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madewhen the Prospectus is delivered to a purchaser, not misleading, or if if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other applicable law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter a reasonable number of copies thereof. In the event Prospectus so that the Company and you agree that statements in the Prospectus should be Prospectus, as so amended or supplemented, will not in the Companylight of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with applicable law, and furnish to each Underwriter and to any dealer, without charge, as many copies thereof as such Underwriter or dealer may reasonably request. The Company shall not file any document under the Exchange Act before the termination of the offering of the Shares by the Underwriter which is not approved by the Underwriter after reasonable notice thereof if requested by you, will promptly issue a press release announcing or disclosing the matters such document would be deemed to be covered incorporated by reference into the proposed amendment or supplementProspectus. (g) The Company will comply with all the provisions of any undertakings contained in the Registration Statement. (h) Prior to any public offering of the Shares, the Company will cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering offer and sale by the Underwriter Underwriters and by dealers under the state securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate request, continue such qualification in effect so long as required for distribution of the Shares and will file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration or qualification; provided provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where in which it is not now so qualified or to take any action which that would subject it to general consent to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where in which it is not now so subject. (hi) The Company will mail and make generally available to its security holders a consolidated shareholders as soon as practicable but in no event later than the last day of the fifteenth full calendar month following the end of the Company's current fiscal quarter, an earnings statement, statement (which need not be audited, covering audited but shall be in reasonable detail) for a twelve-month period commencing of 12 months beginning after the effective date of upon which the Registration Statement and ending not later than 15 months thereafterProspectus Supplement is filed pursuant to Rule 424 under the Act, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy satisfying the provisions of Section 11(a) of the Act (including Rule 158 of the Act) and advise you in writing when such statement has been so made available. (ij) During the period of five years hereafterafter the date of this Agreement, the Company will furnish to you (i) as soon as available, a copy available copies of each report all financial statements and periodic or special reports or other communications furnished to the record holders of the Company mailed Common Shares or furnished to stockholders or filed with the Commission, Commission or any national securities exchange on which any class of securities of the Company is listed and (ii) from time to time such other publicly available information concerning the Company and its subsidiaries as you may reasonably request. (jk) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including, but not limited to, fees, costs and expenses relating to: (i) the fees, disbursements and expenses of the Company's counsel and the Company's accountants in connection with the registration and delivery of the Shares under the Act and all other fees or expenses in connection with the preparation, printing, filing and distribution of the Registration Statement (including financial statements and exhibits), any Preliminary Prospectus, the Prospectus and all amendments and supplements to any of the foregoing with the Commission prior to or during the Prospectus Delivery Period, including the mailing and delivering of copies thereof to the Underwriters and dealers in the quantities specified herein, (ii) all costs and expenses related to the transfer and delivery of the Shares to the Underwriters, including any transfer or other taxes payable thereon and the cost of printing certificates representing the Shares, (iii) all costs of printing or producing this Agreement and any other agreements or documents in connection with the offering, purchase, sale or delivery of the Shares, (iv) all expenses in connection with the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of such jurisdictions designated by Section 5(h) and all costs of printing or producing any Preliminary and Supplemental Blue Sky Memoranda in connection therewith (including the filing fees, fees, disbursements and other charges of counsel for the Underwriters in connection with such registration or qualification and memoranda relating thereto) not to exceed $7,500, (v) the filing fees, disbursements and other charges of counsel for the Underwriters in connection with the review and clearance of the offering of the Shares by the National Association of Securities Dealers, Inc., (vi) all fees, costs and expenses incident to the listing of the Shares on The New York Stock Exchange (the "NYSE") and other national securities exchanges and foreign stock exchanges, (viii) the costs and charges of any transfer agent, registrar and/or depositary, (ix) the costs, fees and disbursements of any surveyors, engineers, appraisers, photographers and other professionals engaged by or on behalf of the Company, (x) preparation of slides, overheads, and other presentation material to be used on any "road show" or presentation to potential investors and the hotel, travel, and other expenses of the Company's employees in connection with any such "road show" or investor presentation, and (xi) and all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. (l) If this Agreement shall terminate or shall be terminated after execution by the Company pursuant to any of the provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 9 hereof) or if this Agreement for any reason the Company shall be terminated by the Underwriter because of any failure or refusal on the part of the Company unable to comply with the terms or fulfill any of the conditions of this Agreementperform its obligations hereunder, the Company agrees to will reimburse you for all out-of-pocket expenses (including fees the fees, disbursements and expenses other charges of counsel for to the UnderwriterUnderwriters) reasonably incurred by you in connection herewith. (km) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth in the Prospectus. (l) The Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in not at any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it taketime, directly or indirectly, take any action designed to intended, or that which might reasonably be expected expected, to cause or result in in, or which will constitute, stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of any of the Shares. (n) The Company will apply the net proceeds from the offering and sale of the Shares to be sold by the Company in the manner set forth in the Prospectus under the caption "Use of Proceeds." (o) The Company will not, and will cause each of its executive officers and trust managers to enter into agreements with you in the form set forth on Exhibit A to the effect that they will not, for a period of 90 days after the commencement of the public offering of the Shares, without the prior written consent of Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation, sell, contract to sell or otherwise dispose of any Common Shares, rights to acquire Common Shares or OP Units (other than in the case of the Company, pursuant to employee and director stock options plans, the Company's dividend reinvestment plan, the exercise of warrants, options or the conversion of a security outstanding on the date hereof, the exchange of OP Units presented for redemption or the exchange of Common Shares, OP Units or units of any affiliated limited partnership in a so-called "down-REIT" structure for property acquired from third parties and the exercise by the Underwriters of the Option). (p) The Company will continue to elect to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and will use its best efforts to continue to meet the requirements to qualify as a REIT. (q) The Company will use its best efforts to list, subject to official notice of issuance, the Shares on the NYSE and to maintain the listing of the Shares on the NYSE for a period of three years after the date of this Agreement. (r) The Company will use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares.

Agreements of the Company and the Operating Partnership. The Each of the Company and the Operating Partnership jointly and severally agree agrees with the Underwriter you as follows: (a) IfIn respect of the offering of Shares, the Company will prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter participating in the offering and the number of Shares which the Underwriter has agreed to purchase, the price at which the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto Shares are to be declared effective before purchased by the Underwriter from the Company, the initial public offering price, the selling concession and reallowance, if any, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares may commence, the Shares. The Company will endeavor furnish to cause the Registration Statement Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effectiveExchange Act. (b) The At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Company will advise you promptly and, if requested by you, will confirm such advice in writing: , of (i) the effectiveness of any amendment to the Registration Statement (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the 1933 Act, (iii) the receipt of any comments from the Com- mission relating to the Registration Statement, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for amendment of or a supplement post-effective amendments to the Registration Statement, any Prepricing Prospectus Statement or amendments or supplements to the Prospectus or for additional information; , (iiv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction jurisdiction, or the initiation of any proceeding for such purpose; purposes, and (iiivi) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, event which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or . The Company will make every reasonable effort to prevent the issuance of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If stop order and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you, you without charge, (i) five copies one signed copy of the registration statement Registration Statement as originally first filed with the Commission and of each amendment theretoto it, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably requestexhibits, and (iv) to furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment thereto, but without exhibitsto it, as you may reasonably request.. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) The Company will At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, not to file any amendment to the Registration Statement or to make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which you or your counsel shall reasonably object; and to prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement or amendment or supplement to the Prospectus which, after you shall have received a copy in the opinion of your counsel, may be necessary in connection with the distribution of the document proposed Shares by you, and to use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be filedidentical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, you shall object.except to the extent permitted by Regulation S-T. (e) Prior If, at any time when the Prospectus is required to the execution and delivery of this Agreement, the Company has be delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of under the Act and or the Exchange Act in connection with the securities or Blue Sky or real estate syndication laws sales of the jurisdictions in which the Shares are offered by the UnderwriterShares, prior to the date any event shall occur as a result of the Prospectuswhich, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act your counsel, it becomes necessary to be delivered in connection with sales by the Underwriter amend or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of supplement the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were madeexisting when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, and file with the Commission an appropriate amendment or supplement to the Prospectus (in form and substance reasonably satisfactory to your counsel for the Underwriter) so that the statements in the Prospectus, as so amended or amendment thereto (supplemented, will not contain an untrue statement of a material fact or omit to such document)state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will comply with any law, and will expeditiously to furnish to the Underwriter a reasonable and to such dealers as you shall specify, such number of copies thereof. In thereof as the event that the Company and you agree that the Prospectus should be amended Underwriter or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementdealers may reasonably request. (gf) The Company will cooperate with you and with counsel for the Underwriter use its best efforts, in connection cooperation with the registration Underwriter, to qualify or qualification of register the Shares for offering offer and sale by the Underwriter under the applicable state securities or Blue Sky or laws and real estate syndication laws of such jurisdictions as you may designate reasonably request; provided, however, the Company will not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Company will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares and to file such consents to service of process or other documents as may be necessary or appropriate in order to effect such registration qualification or qualificationregistration; provided that in no event shall provided, however, the Company will not be obligated required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it as a foreign corporation, file a general consent to service of process in suitsany such jurisdiction, other than those arising out subject itself to taxation in respect of the offering or sale of the Shares, doing business in any jurisdiction where in which it is not now otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Directors of the Company reasonably determines to be contrary to the best interests of the Company and its stockholders. (hg) The Company will To make generally available to its security holders a consolidated the Company's stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement, which need not be audited, statement (in form complying with the provisions of Rule 158 of the Act) covering a twelve-month period commencing of at least twelve months after the effective date of the Registration Statement and ending not (but in no event commencing later than 15 months thereafter, as soon as practicable ninety (90) days after the end of such period, date) which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, the Company will furnish to you as soon as available (x) a copy of each regular and periodic report or other publicly available information of the Company and any of its subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange and (y) such other publicly available information concerning the Company and any of its subsidiaries as you may reasonably request. (i) During the period of five years hereafter, when the Company will furnish Prospectus is required to you (i) as soon as available, a copy of each report be delivered under the Act or the Exchange Act in connection with sales of the Company mailed Shares, to stockholders or file all documents required to be filed by it with the CommissionCommission pursuant to Section 13, and (ii) from 14 or 15 of the Exchange Act within the time to time such other information concerning periods required by the Company as you may reasonably requestExchange Act. (j) If The Company will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), the Prospectus and all amendments and supplements to any of them prior to or during the period specified in paragraph (c), (ii) the printing and delivery of this Agreement shall terminate and the Blue Sky Memorandum, (iii) the qualification or shall registration of the Shares for offer and sale under the securities or Blue Sky laws and the real estate syndication laws of the several states in accordance with Section 5(g) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof requested for use in connection with the offering or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated sale of the Shares by the Underwriter because or by dealers to whom Shares may be sold, (vii) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any failure transfer agent or refusal registrar, (ix) any transfer taxes imposed on the part sale by the Company of the Company Shares to comply with the terms or fulfill any Underwriter and (x) the fees and disbursements of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees Company's counsel and expenses of counsel for the Underwriter) incurred by you in connection herewithaccountants. (k) The Company will apply use its best efforts to maintain the net proceeds from the sale listing of the Shares in accordance with on the description set forth NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the Prospectusbest interests of the Company for the Shares to continue to be so listed. (l) The Company will timely file with use its best efforts to do and perform all things required to be done and performed under this Agreement by the Commission Company prior to the Prospectus pursuant Closing Date and to Rule 424(b) under satisfy all conditions precedent to the Act and will advise you delivery of the time and manner of such filingShares. (m) Except The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Company will use its best efforts to continue to qualify as stated a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code") until October 6, 2000 and thereafter unless the Company's Board of Directors determines that it is no longer in this Agreement and in any Prepricing Prospectus and Prospectus, the best interests of the Company has to be so qualified. (p) The Company hereby agrees not taken, nor will it taketo, directly or indirectly, register the sale of, offer to sell, sell, contract to sell, grant any action designed option to purchase or that might reasonably be expected to cause or result in stabilization or manipulation otherwise dispose of any Shares of common stock, par value $.01 per share, of the price Company ("Common Shares") or any securities convertible into or exercisable or exchangeable for such Common Shares or in any other manner transfer all or a portion of the economic consequences associated with the ownership of any such Common Shares, except to the Underwriter pursuant to this Agreement, for a period of 90 days after the date of the Prospectus Supplement without the prior written consent of Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation. Notwithstanding the foregoing, during such period the Company may (i) grant shares of common stock and stock options pursuant to any employee benefit plan of the Company, (ii) issue Common Shares to facilitate upon the sale exercise of such options, (iii) redeem Units for Common Shares, (iv) issue shares of, or resale securities convertible into or exercisable or exchangeable for, Common Shares in connection with private placements for the acquisition of real property or direct or indirect interests in real property by the SharesCompany or its affiliates.

Agreements of the Company and the Operating Partnership. The Company ------------------------------------------------------- and the Operating Partnership jointly and severally agree with the Underwriter as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Initial Registration Statement, any Prepricing Prospectus Supplement or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Initial Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fe) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five as many copies of the registration statement as originally filed with the Commission Initial Registration Statement and of each amendment thereto, including financial statements and all exhibits to thereto, as may be reasonably requested by the registration statementUnderwriter, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably request, and (iv) such number of conformed copies of the Initial Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably request, (iii) such number of copies of the Incorporated Documents, without exhibits, as you may reasonably request, and (iv) two copies of the exhibits to the Incorporated Documents. (d) The Company will not (i) file any amendment to the Registration Statement or make any amendment or supplement to the Prospectus or, prior to the end of the period of time referred to in the first sentence of subsection in paragraph (fe) below, file any document which which, upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received within one business day following your receipt of a copy of the document proposed to be filed, you shall objectreasonably object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriter, a prospectus is required to be delivered in connection with sales by the Underwriter or any dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by the Underwriter or dealer, the Company will expeditiously deliver to each the Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in the United States in which the Shares are offered by the UnderwriterUnderwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an the Underwriter or any dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), and will expeditiously furnish to the Underwriter and any dealers a reasonable number of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (gf) The Company will cooperate with you and with counsel for the Underwriter in connection with the registration or qualification of the Shares for offering and sale by the Underwriter and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (hg) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-twelve- month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (ih) During the period of five years hereafter, the Company will furnish to you (i) as soon as availableconcurrently with mailing or filing, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request, which information you will treat confidentially unless the Company has publicly disclosed such information. (ji) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 10 hereof or by notice given by you terminating this Agreement pursuant to Section Sections 10 or 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriteryour counsel) incurred by you in connection herewith. (kj) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (lk) The Company will (i) prepare and timely file with the Commission the a Prospectus Supplement pursuant to Rule 424(b) under the Act containing information previously omitted at the time of effectiveness of the Registration Statement and will advise you of the time and manner of such filing, and (ii) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus Supplement and prior to the termination of the offering of the Shares by the Underwriter. (ml) Except as stated in this Agreement and in any Prepricing Prospectus and the Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Stock to facilitate the sale or resale of the Shares. (m) The Company will cause the Shares to be listed, subject to notice of issuance, on the New York Stock Exchange (the "NYSE") on or before the Closing Date. (n) The Company qualifies, and will use its best efforts to meet the requirements to qualify, as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended (the "Code"). (o) The Company and the Operating Partnership in good faith will enforce the terms of any agreements with the Lessees or any parties affiliated with the Lessees relating to such agreements.

Agreements of the Company and the Operating Partnership. The Company and the Operating Partnership Partnership, jointly and severally severally, agree with the Underwriter as followseach Underwriter: (a) The Company shall furnish such information as may be required and otherwise to cooperate in qualifying the Notes for offering and sale under the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications in effect as long as requested by the Representative for the distribution of the Notes, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Notes). (b) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to the Registration Statement to be declared effective before the offering of the Shares Notes may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you the Representative promptly and, if requested by youthe Representative, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (bc) The Company shall prepare the Prospectus in a form approved by the Underwriters and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act not later than 5:30 p.m. (New York City time), on April 27, 2018 or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via XXXXX, except to the extent permitted by Regulation S-T of the Securities Act. (d) The Company shall prepare the Final Term Sheet containing a description of the Notes and the offering contemplated hereby, in a form approved by the Underwriters and contained in Exhibit A of this Agreement, and will file such term sheet pursuant to Rule 433(d) under the Securities Act as promptly as possible, but in any case not later than the time required by such rule. (e) The Company shall advise you the Representative promptly and, and (if requested by you, will the Representative) to confirm such advice in writing: , when any post-effective amendment to the Registration Statement becomes effective under the Securities Act. (f) The Company shall furnish a copy of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and obtain the consent of the Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule II hereto. (g) The Company shall comply with the requirements of Rules 164 and 433 of the Securities Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable. (h) The Company shall advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by by, the Commission for amendment of amendments or a supplement supplements to the Registration Statement, any Prepricing Prospectus or the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information; information with respect thereto, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (f) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operationsjurisdiction, or of the happening initiation or threatening of any eventproceedings for any of such purposes and, which makes any statement of a material fact made in if the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act Commission or any other law. If at any time the Commission shall government agency or authority should issue any stop order suspending the effectiveness of the Registration Statementsuch order, the Company will to make every reasonable effort to obtain the withdrawal lifting or removal of such order at as soon as possible, (iii) any examination pursuant to Section 8(e) of the earliest possible timeSecurities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Notes contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing. (ci) The To the extent not available on XXXXX, the Company will shall furnish to you, without charge, the Underwriters for a period of five years from the date of this Agreement (i) five as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of the registration statement as originally filed with the Commission and of each amendment thereto, including financial statements and all exhibits to the registration statementNotes, (ii) such number of as soon as practicable after the filing thereof, copies of all reports filed by the Prepricing Prospectus Company with the Commission, FINRA or Prospectus as you may reasonably request, any securities exchange and (iii) such number of copies of other information as the Incorporated Documents as you Underwriters may reasonably request, request regarding the Company and (iv) such number of conformed copies of the Registration Statement and of each amendment thereto, but without exhibits, as you may reasonably requestSubsidiaries. (dj) The Company will not file shall advise the Underwriters promptly of the happening of any amendment event or development known to the Registration Statement or make any amendment or supplement Company within the time during which a Prospectus relating to the Prospectus or, prior to Notes (or in lieu thereof the end of the period of time notice referred to in Rule 173(a) under the first sentence of subsection (fSecurities Act) below, file any document which upon filing becomes an Incorporated Document, of which you shall not previously have been advised or to which, after you shall have received a copy of the document proposed to be filed, you shall object. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter a prospectus is required by the Act to be delivered in connection with sales by under the Underwriter or dealerSecurities Act which, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriter, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus is required by the Act to be delivered in connection with sales by an Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriter is Underwriters, (i) would require the making of any change in the Registration Statement, the Prospectus or the Disclosure Package so that the Registration Statement, the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be set forth in the Prospectus (as then amended stated therein or supplemented) or should be set forth therein in order necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Notes, or (iii) if it is necessary at any time to amend or supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order Disclosure Package to comply with the Act or any other law, the Company will forthwith prepare law and, subject during such time, to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document), promptly prepare and will expeditiously furnish to the Underwriter a reasonable number Underwriters copies of copies thereof. In the event that the Company and you agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplementsupplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law. (gk) The Company will cooperate shall file promptly with you the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission. (l) The Company and with counsel the Operating Partnership agree to pay the costs and expenses relating to the following matters: (i) the preparation of the Registration Statement and the Prospectus, any Issuer Free Writing Prospectus and each amendment or supplement to any of them; (ii) the printing (or reproduction) and delivery (including postage, air freight charges and charges for counting and packaging) of such copies of the Underwriter Prospectus, Issuer Free Writing Prospectus and the Registration Statement and all amendments or supplements to any of them, as may, in each case, be reasonably requested for use in connection with the offering and sale of the Notes; (iii) the preparation, printing, authentication, issuance and delivery of certificates for the Notes, including any stamp or transfer taxes in connection with the original issuance and sale of the Notes to the Underwriters; (iv) the printing (or reproduction) and delivery of this Agreement, any blue sky memorandum, dealer agreements and all other agreements or documents printed (or reproduced) and delivered in connection with the offering of the Notes; (v) any expenses and fees for the cost of ratings agencies; (vi) any registration or qualification of the Shares Notes for offering offer and sale by the Underwriter under the securities or Blue Sky or real estate syndication blue sky laws of such jurisdictions as you may designate the several states (including filing fees and will file such consents the reasonable and documented fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to service of process or other documents necessary or appropriate in order to effect such registration or qualificationand qualification and the preparation of the blue sky memorandum); provided that (vii) any filings required to be made with FINRA (including filing fees and the reasonable fees and expenses of counsel for the Underwriters, which shall not exceed $5,000, relating to such filings); (viii) the transportation and other expenses of the Company’s officers in no event shall connection with presentations to prospective purchasers of the Notes; (ix) the fees and expenses of the Company’s accountants and the fees and expenses of counsel (including local and special counsel) for the Company; (x) the costs and expenses of causing the Notes to be eligible for clearance and settlement through DTC; and (xi) all other costs and expenses incident to the performance by the Company be obligated of its obligations hereunder. (m) Prior to qualify filing with the Commission any amendment or supplement to do business in the Registration Statement, any jurisdiction where it is not now so qualified Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, the Company shall furnish a copy thereof to take any action which would subject it to service of process in suits, other than those arising out the Representative and counsel for the Underwriters and obtain the consent of the offering or Representative to the filing. (n) During the period referred to in paragraph (j) above, the Company shall file all such documents in the manner and within the time periods required by the Exchange Act. (o) The Company shall apply the net proceeds of the sale of the SharesNotes in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, in any jurisdiction where it is not now so subjectthe Prospectus and the Disclosure Package. (hp) The Company will shall make generally available to its security holders a consolidated earnings statementand to deliver to the Representative as soon as practicable, which need but in any event not be audited, covering a twelve-month period commencing later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated an earnings statement shall satisfy complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act) covering a period of 12 months beginning after the effective date of the Registration Statement. (iq) During [Reserved.] (r) [Reserved.] (s) The Company shall use its best efforts to effect the period of five years hereafter, the Company will furnish to you (i) as soon as available, a copy of each report listing of the Company mailed to stockholders or filed with Notes on the Commission, and (ii) from time to time such other information concerning NYSE list within 30 days of the Company as you may reasonably requestClosing Time. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to Section 11 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 hereof) or if this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you for all out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by you in connection herewith. (kt) The Company will apply not, without the net proceeds from the sale prior written consent of the Shares in accordance with the description set forth Representative, offer, sell, contract to sell, pledge, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the Prospectus. disposition (lwhether by actual disposition or effective economic disposition due to cash settlement or otherwise) The Company will timely file with by the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) Except as stated in this Agreement and in any Prepricing Prospectus and Prospectus, the Company has not taken, nor will it takeCompany, directly or indirectly, including the filing (or participation in the filing) of a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act) any senior notes (other than the Notes sold to the Underwriters pursuant to this Agreement) or publicly announce an intention to effect any such transaction for a period beginning on the date hereof and extending through the 30th day hereafter. (u) The Company agrees not to, and to use its best efforts to cause its officers, directors and affiliates not to, (i) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or that manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in in, the stabilization or manipulation of the price of any security of the Common Shares Company, to facilitate the sale or resale of any of the SharesNotes, (ii) sell, bid for, purchase or pay anyone any compensation for soliciting purchases of the Notes or (iii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities of the Company. (v) The Company shall continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (w) The Company is not and, after giving effect to the offering and sale of the Notes, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act. (x) During the period from the date hereof through and including the Closing Time, neither the Company nor the Operating Partnership will, without the prior written consent of the Representative, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or the Operating Partnership and having a tenor of more than one year.

Agreements of the Company and the Operating Partnership. The Company ------------------------------------------------------- and the Operating Partnership jointly and severally agree with the Underwriter several Underwriters as follows: (a) If, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment thereto to be declared effective before the offering of the Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the Registration Statement or such post-effective amendment has become effective. (b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of any request by the Commission for amendment of or a supplement to the Initial Registration Statement, any Rule 462(b) Registration Statement, any Prepricing Prospectus or the Prospectus or for additional information; (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Initial Registration Statement or any Rule 462(b) Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation of any proceeding for such purpose; and (iii) within the period of time referred to in paragraph (fh) below, of any change in the Company's condition (financial or other), business, prospects, properties, net worth or results of operations, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required by the Act or the regulations thereunder to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Act or any other law. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, the Company will make every reasonable effort to obtain the withdrawal of such order at the earliest possible time. (c) The Company will furnish to you, without charge, (i) five signed copies of the registration statement as originally filed with the Commission Initial Registration Statement and of each amendment thereto, including financial statements and all exhibits to the registration statement, (ii) such number of copies of the Prepricing Prospectus or Prospectus as you may reasonably request, (iii) such number of copies of the Incorporated Documents as you may reasonably requestthereto, and (ivany Rule 462(b) Registration Statement and will also furnish to you, without charge, such number of conformed copies of the Initial Registration Statement and of each amendment thereto, but without exhibits, and any Rule 462(b) Registration Statement as you may reasonably request. (d) The Company will not (i) file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or, prior to or the end of the period of time referred to in the first sentence of subsection (f) below, file any document which upon filing becomes an Incorporated Document, Term Sheet of which you shall not previously have been advised or to which, after you shall have received within one business day following your receipt of a copy of the document proposed to be filed, you shall objectreasonably object after being so advised or (ii) so long as, in the opinion of counsel for the Underwriters, a prospectus is required to be delivered in connection with sales by any Underwriter or dealer, file any information, documents or reports pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), without delivering a copy of such information, documents or reports to you, as Representatives of the Underwriters, prior to or concurrently with such filing. (e) Prior to the execution and delivery of this Agreement, the Company has delivered to you, without charge, in such quantities as you have reasonably requested, copies of each form of the Prepricing Prospectus. The Company consents to the use, in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by dealers, prior to the date of the Prospectus, of each Prepricing Prospectus so furnished by the Company. (f) As soon after the execution and delivery of this Agreement as possible and thereafter from time to time for such period as in the opinion of counsel for the Underwriter Underwriters a prospectus is required by the Act to be delivered in connection with sales by the any Underwriter or dealer, the Company will expeditiously deliver to each Underwriter and each dealer, without charge, as many copies of the Prospectus (and of any amendment or supplement thereto) as you may reasonably request. The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Act and with the securities or Blue Sky or real estate syndication laws of the jurisdictions in which the Shares are offered by the Underwriterseveral Underwriters and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the Shares and for such period of time thereafter as the Prospectus a prospectus is required by the Act to be delivered in connection with sales by an any Underwriter or dealer. If during such period of time any event shall occur that in the judgment of the Company or in the opinion of counsel for the Underwriter Underwriters is required to be set forth in the Prospectus (as then amended or supplemented) or should be set forth therein in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary to supplement or amend the Prospectus (or to file under the Exchange Act any document which, upon filing, becomes an Incorporated Document) in order to comply with the Act or any other law, the Company will forthwith prepare and, subject to the provisions of paragraph (d) above, file with the Commission an appropriate supplement or amendment thereto (or to such document)thereto, and will expeditiously furnish to the Underwriter Underwriters and dealers a reasonable number of copies thereof. In the event that the Company and you you, as Representatives of the several Underwriters, agree that the Prospectus should be amended or supplemented, the Company, if requested by you, will promptly issue a press release announcing or disclosing the matters to be covered by the proposed amendment or supplement. (g) The Company will cooperate with you and with counsel for the Underwriter Underwriters in connection with the registration or qualification of the Shares for offering and sale by the Underwriter several Underwriters and by dealers under the securities or Blue Sky or real estate syndication laws of such jurisdictions as you may designate and will file such consents to service of process or other documents necessary or appropriate in order to effect such registration or qualification; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to service of process in suits, other than those arising out of the offering or sale of the Shares, in any jurisdiction where it is not now so subject. (h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-twelve- month period commencing after the effective date of the Registration Statement and ending not later than 15 months thereafter, as soon as practicable after the end of such period, which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Act. (i) During the period of five years hereafter, the Company will furnish to you (i) as soon as availableconcurrently with mailing or filing, a copy of each report of the Company mailed to stockholders or filed with the Commission, and (ii) from time to time such other information concerning the Company as you may reasonably request, which information you will treat confidentially unless the Company has publicly disclosed such information. (j) If this Agreement shall terminate or shall be terminated after execution pursuant to any provisions hereof (otherwise than pursuant to the second paragraph of Section 11 10 hereof or by notice given by you terminating this Agreement pursuant to Section 11 or Section 12 10 hereof) or if this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Company to comply with the terms or fulfill any of the conditions of this Agreement, the Company agrees to reimburse you the Representatives for all out-of-of- pocket expenses (including reasonable fees and expenses of counsel for the UnderwriterUnderwriters) incurred by you in connection herewith. (k) The Company will apply the net proceeds from the sale of the Shares in accordance with the description set forth under the caption "Use of Proceeds" in the Prospectus. (l) The If Rule 430A of the Act is employed, the Company will timely file with the Commission the Prospectus pursuant to Rule 424(b) under the Act and will advise you of the time and manner of such filing. (m) If Rule 434 of the Act is employed, the Company will timely file with the Commission a Term Sheet relating to the Shares, which shall identify the Prepricing Prospectus that it supplements, containing such information as is required or permitted by Rules 434, 430A and 424(b) under the Act. (n) If Rule 462(b) of the Act is employed, the Company shall both file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) and pay the applicable fees in accordance with Rule 111 promulgated under the Act by the earlier of (i) 10:00 p.m. New York City time on the date of this Agreement and (ii) the time confirmations are sent or given, as specified by Rule 462(b)(2). (o) Except as provided in this Agreement, the Company will not sell, offer to sell, solicit an offer to buy, contract to sell, or otherwise transfer or dispose of shares of any Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (whether through the issuance or granting of any options, warrants, commitments, subscriptions, rights to purchase or otherwise) until July 25, 1997, without the prior written consent of Xxxxx Xxxxxx Inc.; provided, however, that the foregoing shall not prohibit (i) the Company from granting options or restricted shares of Common Stock to certain officers, employees and directors of the Company and its affiliates under the Company's 1996 Incentive Plan or its Non-Employee Directors' Incentive Plan or the issuance of shares of Common Stock upon exercise of any options granted under such plans, (ii) the Company or the Operating Partnership from issuing Common Stock, OP Units or other securities exchangeable for Common Stock that are issued in connection with the acquisition of a hotel property, or (iii) the Company or the Operating Partnership from issuing Common Stock or OP Units pursuant to the Master Alliance Agreement, dated as of January 9, 1997, among the Company, the Operating Partnership, WHC Franchise Corporation and WHC Development Corporation. (p) Except as stated in this Agreement and in any the Prepricing Prospectus and Prospectus, the Company has not taken, nor will it take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Stock to facilitate the sale or resale of the Shares. (q) The Company will cause the Shares to be listed, subject to notice of issuance, on the New York Stock Exchange concurrently with the effectiveness of the registration statement. (r) The Company qualifies, and intends to make an election to be taxed, commencing with the fiscal year ended December 31, 1996, as a "real estate investment trust" under the Internal Revenue Code of 1986, as amended (the "Code"). (s) The Company and the Operating Partnership in good faith will enforce the terms of any agreements with the Lessee or any parties affiliated with the Lessee.