Common use of Description of Securities Clause in Contracts

Description of Securities. Each of the Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Agents, acting as agents and/or principals, shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” Any reference to the base prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsBaird, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 25,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Baird shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Baird will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-203798) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.” The base prospectus included in the Registration Statement”; provided, as it may be supplemented by the Prospectus Supplementhowever, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” Any reference to the base prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.that

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533196032), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 .01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-163296), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act 424(b) or deemed to be a part of such registration statement pursuant to Rule 430B of (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company will contribute the Net Proceeds (as defined in Section 6(b)) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the basis of the representations and warranties contained herein and on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the Agentsor to Jefferies, acting as agents and/or principalsagent or principal, up to 3,400,000 shares of the Company’s common stock, par value $0.01 per share Preferred Stock (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum AmountSecurities”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents or to Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company has filedfiled with the Commission, in accordance with the provisions of the Securities Act of 1933, as amendedamended (the “1933 Act”), and the rules and regulations thereunder (collectively, the “Securities Act1933 Act Regulations”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533), including a base prospectus, 192712) relating to the Common SharesSecurities and other debt and equity securities of the Company (collectively, including the Shares “Shelf Securities”) to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented that incorporates by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” Any reference to the base prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.reference

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through sell, in the Agents, acting as agents and/or principalsmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form N-2 S-3 (File No. 333-265533)218476) on June 2, 2017, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager or the Forward Seller, as applicable, for use by the Manager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsBarclays, acting as agents agent and/or principalsprincipal, shares of the Company’s class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 500,000,000 (the “Maximum Amount”). Such shares are hereinafter collectively referred to as the “Securities” and are described in the Prospectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Barclays will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company and the Manager have also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Barclays, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533212769), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) Securities to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to Barclays, for use by Barclays, copies of the base prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statementRegistration Statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 125,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxx Fargo does not sell in excess of the number of Securities specified in any Placement Notice issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-173468), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx Fargo, for use by Xxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Xxxxx & Associates, Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsRBC, acting as agents agent and/or principalsprincipal, common shares of the Company’s common stockbeneficial interest, par value $0.01 per share share, of the Company (the “Common Shares”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents RBC shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents RBC will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to RBC as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-265533192137), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to RBC, for use by RBC, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities ActAct (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC, respectively (each, an “Alternative Placement Agent” and together with RBC, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 .01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) of the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-185081), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act 424(b) or deemed to be a part of such registration statement pursuant to Rule 430B of (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company will contribute the Net Proceeds (as defined in Section 6(b)) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”).

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s 's common stockshares of beneficial interest, $.01 par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000.00 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533158081), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx Fargo, for use by Xxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through sell, in the Agents, acting as agents and/or principalsmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 500,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form N-2 S-3 (File No. 333-265533)238729) on May 27, 2020, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager or the Forward Seller, as applicable, for use by the Manager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and that neither the Agents Sales Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued offered and sold from time to time time, and which incorporates by reference documents that the CompanyCompany has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, JMP Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, the common shares of the Company’s common stockbeneficial interest, par value $0.01 per share share, of the Company (the “Common Shares”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 250,000,000 (the “Maximum Amount”). The foregoing shares are hereinafter called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue offer and sell the SharesSecurities. The Company acknowledges that any sale of Securities directly to the Agent as principal will require a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”), an automatic shelf registration statement on Form S-3ASR (File No. 333-212951), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such automatic shelf registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act 424(b) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of the Securities Act430B, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the SC1:4187253.8A execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (collectively, the “Separate Distribution Agreements”), dated as of even date herewith, with [__________], [__________] and [__________], each acting as agent and/or principal (collectively, the “Separate Managers”). The Company may also in the future enter into additional distribution agreements (if any, the “Additional Distribution Agreements” and together with the Separate Distribution Agreements, the “Alternative Distribution Agreements” and each, an “Alternative Distribution Agreement”) with one or more additional agents and/or principals (if any, the “Additional Managers” and together with the Separate Managers, the “Alternative Managers” and each, an “Alternative Manager”). The aggregate number of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Agents, acting as agents and/or principals, shares of the Company’s common stock, $0.001 par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents neither Agent shall have no any obligation in connection with such compliance. The issuance and sale of the Shares through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533216344), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents, for use by the Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Shares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B 430C of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 497 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference to the base prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, Statement and the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy amendment or supplement thereto that has been filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Sachs & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sales price (when taken together with the aggregate sales price of any Securities sold pursuant to the separate equity distribution agreement with respect to the Securities dated April 29, 2015 (the “Alternative Equity Distribution Agreement”) between the Company and Barclays Capital Inc. (the “Alternative Manager”)) of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sales price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as and the “Shares”) Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) under the Securities and Exchange Commission (the “Commission”)Act of 1933, as amended, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533195496), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act, is herein called the “Registration Statement.” ”. The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” ”. Any reference herein to the base prospectus, Registration Statement or the Prospectus Supplement or any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any post-effective amendment reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”).

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the Agentsor to Xxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common Shares”), ) having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 50,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and Xxxxx Fargo Securities containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533203727), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into five (5) separate amended and restated equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of the date hereof, with BMO Capital Markets Corp., JMP Securities LLC, Ladenburg Xxxxxxxx & Co. Inc., Xxxxxx X. Xxxxx & Co. Incorporated, and Xxxxxxxxxx Securities, Inc., respectively (each, an “Alternative Placement Agent” and together with Xxxxx Fargo Securities, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Company and the Adviser Transaction Entities agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsRBC Capital Markets, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 125,000,000 (the “Maximum Amount”). The Company agrees that if it determines that RBC Capital Markets will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and RBC Capital Markets for such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents RBC Capital Markets shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents RBC Capital Markets will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-203753), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares Securities dated August 22May 4, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares 2015 (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to RBC Capital Markets, for use by RBC Capital Markets, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Transaction Entities have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and Xxxxx Fargo Securities, LLC (collectively, the “Alternative Agents” and together with RBC Capital Markets, the "Agents"). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Transaction Entities hereby reserve the right to issue and sell securities other than through or to the Agents during the term of this Agreement and any Alternative Distribution Agreement subject to the notice provision contained in Section 7(k) herein and therein.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsJefferies, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Jefferies will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Jefferies and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Jefferies for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX.”). As used in this Agreement:

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Sales Agents, acting as agents and/or principals, shares of the Company’s Class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The obligations of the Sales Agents under this Agreement shall be several and not joint. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-185668), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other financial institutions (collectively, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the Agentsor to Xxxxxxxxxx Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common Shares”), ) having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 50,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents Xxxxxxxxxx Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxxxxx Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxxxxxxx Securities as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and Xxxxxxxxxx Securities containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533182667), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxxxxxxx Securities, for use by Xxxxxxxxxx Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into four (4) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, BMO Capital Markets Corp., JMP Securities LLC, and Ladenburg Xxxxxxxx & Co. Inc., respectively (each, an “Alternative Placement Agent” and together with Xxxxxxxxxx Securities, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsBTIG, acting as agents agent and/or principalsprincipal, shares of the Company’s class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 500,000,000 (the “Maximum Amount”). Such shares are hereinafter collectively referred to as the “Securities” and are described in the Prospectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents BTIG shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents BTIG will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company and the Manager have also entered into separate equity distribution agreements with respect to the Securities (as amended, each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of November 14, 2018, and amended as of July 26, 2019, with Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BTIG, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533232852), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) Securities to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to BTIG, for use by BTIG, copies of the base prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statementRegistration Statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsB. Xxxxx, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents B. Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents B. Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to B. Xxxxx and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to B. Xxxxx for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX.its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). As used in this Agreement:

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsBaird, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Baird shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Baird will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Baird and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Baird for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX.its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). As used in this Agreement:

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $0.01 par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 175,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxx Fargo does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-194316), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx Fargo, for use by Xxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Associates, Inc. (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Agents, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockCommon Shares, no par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”) and became effective upon filing under Rule 462(e) (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, 1933 and the rules and regulations thereunder (collectively, the “Securities Act”), ) with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533210174), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the CompanyCompany hereunder, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934 and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents, for use by the Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effectivefrom time to time or as supplemented, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act 424(b) or deemed to be a part of such registration statement pursuant to Rule 430B of (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXXXXXX (as defined below).

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsB. Xxxxx, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents B. Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents B. Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to B. Xxxxx and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to B. Xxxxx for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX.its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). As used in this Agreement:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the AgentsPlacement Agent, acting as agents agent and/or principalsprincipal, shares up to an aggregate sale price of $100,000,000 (the “Maximum Amount”) of the Company’s common stockshares of beneficial interest, par value $0.01 0.001 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “SharesSecurities”) or any Alternative Distribution Agreements (as defined below) shall be the sole responsibility of the Company, and the Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Placement Agent containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533264881), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresPlacement Agent, for use by the Placement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents and information otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system thereto (“XXXXX”). The Company and the Operating Partnership have also entered into ten (10) separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”) each dated as of the date hereof, with [BMO Capital Markets Corp., X. Xxxxx Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Deutsche Bank Securities Inc., Xxxxxxx Xxxxx & Co. LLC, JMP Securities LLC, Xxxxx Xxxxxxx & Co., RBC Capital Markets, LLC, Truist Securities, Inc. and UBS Securities LLC], respectively (each, an “Alternative Placement Agent” and together with the Placement Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsPlacement Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common SharesStock”), having an aggregate offering price amount of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”)75,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SharesStatement. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533)S-3, including a base prospectus, prospectus relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared an equity distribution prospectus specifically relating to the Securities (the “Equity Distribution Prospectus”) that will be included as part of such registration statement. The Company will, if necessary, prepare a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the Equity Distribution Prospectus included as part of such registration statement and any Prospectus Supplement. Except where the context otherwise requires, such registration statement, as amended when it became becomes effective, and any post-effective amendment thereto, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, and the Equity Distribution Prospectus, including all documents incorporated therein by reference, each of which is included in the Registration Statement, as it or they may be supplemented by the any Prospectus Supplement, in the form in which such prospectus base prospectus, Equity Distribution Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or deemed incorporated by reference therein(ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsWxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, up to a number of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Wxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Wxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Wxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an “automatic shelf registration statement statement” (as defined in Rule 405 under the Securities Act) on Form N-2 S-3 (File No. 333-265533230427), including a base prospectus, relating to the Common Sharescertain securities, including the Shares to Securities that may be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Wxxxx Fargo Securities, for use by Wxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 170,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxxxx Xxxxx does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-173468), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx & Associates, Inc. (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $.01 par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 50,000,000.00 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533158081), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxx Fargo, for use by Xxxxx Fargo, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Alternative Manager”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the Agents, each acting as agents an agent and/or principalsprincipal, up to an amount of shares (the “Securities”) of the Company’s common stock, without par value $0.01 per share (the “Common SharesStock”), ) having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 250,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared on September 19, 2024 which became effective by upon filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462 of the rules and regulations of the Commission under the Securities Act (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to an Agent as principal, it will enter into a separate written agreement containing the terms and conditions of such sale with such Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533282206), including a base prospectusprospectus (the “Base Prospectus”), relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included Base Prospectus. The Company will furnish to the Agents, for use by the Agents, copies of the Base Prospectus, as part supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement. Except where the context otherwise requires, such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), ) having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxxxx Xxxxx will purchase any Securities on a principal basis, then it will enter into a separate underwriting or similar agreement in form and substance satisfactory to both the Company and Xxxxxxx Xxxxx covering such purchase. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering price market value of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company hereby reserves the right to issue and sell securities other than through or to Xxxxxxx Xxxxx during the term of this Agreement, subject to the notice provision contained in Section 7(k) hereof. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, (the “Securities Act”) and the rules and regulations thereunder (collectively, the “Securities ActAct Regulations”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533156050), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct Regulations, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act Regulations is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with each of X.X. Xxxxxx Securities Inc., Xxxxx Fargo Securities, LLC and Xxxxxx Xxxxxx & Company, Inc. (each an “Alternative Manager” and collectively, the “Alternative Managers”).

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities,” and each, a “Security”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533218300), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the Agents, each acting as agents an agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sales price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 30,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sales price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company on June 5, 2023 and declared effective by the Securities and Exchange Commission (the “Commission”)) on June 20, 2023, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to an Agent as principal, it will enter into a separate written agreement, in a form and substance satisfactory to the Company and the applicable Agent, containing the terms and conditions of such sale with such Agent. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533272423), including a base prospectusprospectus (the “Base Prospectus”), relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the CompanyCompany pursuant to this Agreement, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus Base Prospectus. The Company will furnish to the Agents, for use by the Agents, copies of the Base Prospectus included as part of the Registration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement. Except where the context otherwise requires, such registration statement, statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus Base Prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus Base Prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective by under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement has become effective under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX.”). As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533203030) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with [ ], [ ], [ ], [ ], [ ], [ ], [ ] and [ ] (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsSales Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share share, of the Company (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-265533198194), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference thereintherein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities ActAct (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into four (4) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxxxx LLC and Xxxxx Xxxxxxx & Co., respectively (each, an “Alternative Placement Agent” and together with the Sales Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Sachs & Co., RBC Capital Markets, LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Sales Agent or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Sales Agent or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Sachs & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the AgentsPlacement Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common SharesStock”), having an aggregate offering price amount of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”)75,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Shares Securities through the Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue its Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SharesStatement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533221443), including a base prospectus, prospectus relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Upon the Placement Agent’s request, the Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, as amended amended, when it became becomes effective, and any post-effective amendment thereto, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities Act, or any subsequent registration statement on Form S-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any securities registered pursuant the Registration Statement, including any Securities, as a result of the end of the three-year period described in Rule 415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference thereintogether with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through sell, in the Agents, acting as agents and/or principalsmanner contemplated by this Agreement, shares of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), and shares of 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock,”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Manager shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Manager will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the United States Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form N-2 S-3 (File No. 333-265533263300), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager, for use by the Manager, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto initially became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX.”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Agents, acting as agents agent and/or principalsprincipal, common shares (the “Securities”) of the Company’s common stock, no par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”) and became effective upon filing under Rule 462(e) (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), ) with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533231021), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the CompanyCompany hereunder, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Agents, for use by the Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effectivefrom time to time or as supplemented, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under the Securities Act 424(b) or deemed to be a part of such registration statement pursuant to Rule 430B of (the Securities Act“Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, (b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXXXXXX (as defined below).

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and that neither the Agents Sales Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued offered and sold from time to time time, and which incorporates by reference documents that the CompanyCompany has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Xxxxxxxxx LLC, JMP Securities LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsRxxxxxx Jxxxx, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 75,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Rxxxxxx Jxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Rxxxxxx Jxxxx will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Rxxxxxx Jxxxx and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Rxxxxxx Jxxxx for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX.its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). As used in this Agreement:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the Agents, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 100,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to an Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities 1933 Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533226167) (as amended, the “July Registration Statement”) and a registration statement on Form S-3 (File No. 333-229043) (the “December Registration Statement”), including a base prospectus, which pursuant to Rule 429 relates to each of the July Registration Statement and the December Registration Statement, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “1934 Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis) to the base prospectus included as part of such registration statementstatements. Except where The Company will furnish to the context otherwise requiresAgents, for use by the Agents, copies of the base prospectus included as part of such registration statementstatements, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statements, collectively, as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities Act430B; provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXXEXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 ‎1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it shall enter into a separate written agreement (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and any applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533216233), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Exchange Act. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company shall furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (the “Alternative Distribution Agreements”), dated as of the date hereof, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and X.X. Xxxxxx Securities LLC (together, the “Alternative Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and that neither the Agents Sales Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued offered and sold from time to time time, and which incorporates by reference documents that the CompanyCompany has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Xxxxxxx Xxxxx & Co. LLC, JMP Securities LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 1,250,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and that neither the Agents Sales Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued offered and sold from time to time time, and which incorporates by reference documents that the CompanyCompany has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, JMP Securities LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Truist Securities, Inc. and Xxxxx Fargo Securities, LLC and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, common shares in the capital of the Company’s common stock, par value $0.01 €0.02 per share (the “Common Shares” or the “Securities”), ) having an aggregate offering sale price of up to $150,000,000, inclusive 60,000,000 and in any event no more than the number of amounts sold pursuant Common Shares that may be issued under the Company’s authorized share capital included in its Articles of Association from time to the Prior Agreement time (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by automatically upon filing pursuant to Rule 462(e) under the Securities of 1933, as amended, and Exchange Commission the rules and regulations thereunder (collectively, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-245691), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statements as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Sales Agents, acting as agents and/or principals, shares of the Company’s Class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 300,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The obligations of the Sales Agents under this Agreement shall be several and not joint. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3ASR (File No. 333-202388), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company shall furnish to the Sales Agents, for use by the Sales Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership may in the future enter into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”) with other financial institutions (collectively, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through sell, in the Agents, acting as agents and/or principalsmanner contemplated by this Agreement, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Manager or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Manager or the Forward Seller, as applicable, will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and declared effective by regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a shelf registration statement on Form N-2 S-3 (File No. 333-265533), 267819) including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, which shelf registration statement, including any amendments thereto, was declared effective by the Commission under the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Manager or the Forward Seller, as applicable, for use by the Manager or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it on each date and time that such registration statement and any post-effective amendment thereto became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 under 424(b) of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX.”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Securities by the Manager or the Forward Seller outside of the United States. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsBTIG, acting as agents agent and/or principalsprincipal, shares of the Company’s class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 500,000,000 (the “Maximum Amount”). Such shares are hereinafter collectively referred to as the “Securities” and are described in the Prospectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents BTIG shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents BTIG will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company and the Manager have also entered into separate equity distribution agreements with respect to the Securities (as amended, each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of November 14, 2018, and amended as of the date hereof, with Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BTIG, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533232852), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (together, the “Prospectus Supplement”) Securities to the base prospectus included as part of such registration statementRegistration Statement (the “Prospectus Supplement”; provided that, to the extent the Company files with the Commission after the date hereof a new prospectus supplement relating to the Securities, any reference in this Agreement to the “Prospectus Supplement” shall instead be deemed to be a reference to such new prospectus supplement, mutatis mutandis). The Company will furnish to BTIG, for use by BTIG, copies of the base prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statementRegistration Statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. To the extent the Company files with the Commission a new registration statement on Form S-3, including a base prospectus, relating to certain securities, including the Securities, any reference in this Agreement to the “Registration Statement” shall instead be deemed to be a reference to such new registration statement, and any reference in this Agreement to the “Prospectus” shall instead be deemed to be a reference to such new base prospectus, in each case, mutatis mutandis. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsBAML, acting as agents agent and/or principalsprincipal, common shares of the Company’s common stockbeneficial interest, par value $0.01 per share share, of the Company (the “Common Shares”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 250,000,000 (the “Maximum Amount”) (such Common Shares, the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents BAML shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents BAML will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to BAML as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-265533192137), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to BAML, for use by BAML, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities ActAct (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into three (3) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and RBC Capital Markets, LLC, respectively (each, an “Alternative Placement Agent” and together with BAML, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsPlacement Agent, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock(i) 6.750% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of $0.01 25.00 per share (the “Common SharesSeries A Preferred Stock”), having an aggregate offering price or (ii) 6.250% Series B Fixed-Rate Reset Cumulative Redeemable Preferred Stock, $0.001 par value per share, with a liquidation preference of up to $150,000,00025.00 per share (the “Series B Preferred Stock” and, inclusive together with the Series A Preferred Stock, the “Securities”); provided however, that in no event shall the Company issue and sell through the Placement Agent such number of amounts sold Securities that (a) exceeds the number of shares or dollar amount of Securities covered by the effective Registration Statement (as defined below) pursuant to which the Prior Agreement offering is being made or (b) exceeds the number of authorized but unissued shares of Series A Preferred Stock or Series B Preferred Stock, as applicable (each of (a) and (b), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price amount of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533254762), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended at such times when it such registration statement became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) under the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. To the extent that the Registration Statement is not available for the sales of the Securities as contemplated by this Agreement or the Company is a Well-Known Seasoned Issuer and desires to file an automatic shelf registration statement on Form S-3 (“WKSI Shelf”) for, among other things, the purpose of the sale of Securities hereunder and is able to make the representations set forth in Exhibit H at any time after the filing of a WKSI Shelf registering the sale of Securities hereunder when the Company is required to make such representations pursuant to Section 7(o), the Company shall file a new registration statement (a WKSI Shelf or other appropriate shelf registration statement) with respect to any additional Securities necessary to complete the sale of the Maximum Amount and shall use commercially reasonable efforts to cause such registration statement to become effective as promptly as practicable. After the effectiveness of any such new registration statement and the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement, all references to “Registration Statement” included in this Agreement shall be deemed to include such new registration statement, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3, and all references to “base prospectus” included in this Agreement shall be deemed to include the final form of prospectus, including all documents incorporated therein by reference, included in such new registration statement at the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement. For the avoidance of confusion, all references to “Registration Statement” included in this Agreement relating to the offer and sale of any Securities or such other relevant action that occurred prior to the time of the initial filing of a Prospectus Supplement to the base prospectus included as part of such new registration statement shall be deemed to refer to the Company’s registration statement on Form S-3 (File No. 333-254762), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein. In the event such new registration statement is a WKSI Shelf, the Company hereby agrees that it will make the representations, warranties and agreements set forth in Exhibit H to the Placement Agent at the same time or times that the Company makes any of the representations, warranties or agreements set forth in Section 5. The Company has also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with the parties listed on Appendix A attached hereto (collectively, the “Alternative Placement Agents”), for the issuance and sale from time to time of the Securities to or through the Alternative Placement Agents. The aggregate amount of shares of Series A Preferred Stock and Series B Preferred Stock that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsSales Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share share, of the Company (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-265533211125), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference thereintherein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities ActAct (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into four (4) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Xxxxx Fargo Securities, LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., respectively (each, an “Alternative Placement Agent” and together with the Sales Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsCitigroup, acting as agents agent and/or principalsprincipal, shares of the Company’s class A common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Such shares are hereinafter collectively referred to as the “Securities” and are described in the Prospectus referred to below. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Citigroup will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the SharesSecurities. The Company and the Manager have also entered into separate equity distribution agreements with respect to the Securities (each, an “Alternative Equity Distribution Agreement” and collectively, the “Alternative Equity Distribution Agreements”), each dated as of the date hereof, with JMP Securities LLC, Xxxxx, Xxxxxxxx & Xxxxx, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with Citigroup, the “Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements collectively shall not exceed the Maximum Amount. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533190191), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statementRegistration Statement. The Company will furnish to Citigroup, for use by Citigroup, copies of the base prospectus included as part of such Registration Statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statementRegistration Statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement Registration Statement pursuant to Rule 430B of the Securities Act, is herein called the “Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment document with the Commission deemed to be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, or the Prospectus Supplement (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”) or any successor system; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsSales Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share share, of the Company (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement or any Alternative Distribution Agreements (such Common Shares being referred to herein as the “Shares”defined below) shall be the sole responsibility of the Company, and the Agents Sales Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Sales Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended, and Exchange Commission the rules and regulations thereunder (the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3ASR (File No. 333-265533198194), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement. The Company will furnish to the Sales Agent, for use by the Sales Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such automatic shelf registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference thereintherein (the “Incorporated Documents”), and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such automatic shelf registration statement pursuant to Rule 430B of under the Securities ActAct (“Rule 430B”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). The Company and the Operating Partnership have also entered into four (4) additional separate equity distribution agreements (each an “Alternative Distribution Agreement” and, collectively, the “Alternative Distribution Agreements”), each dated as of even date herewith, with Xxxxx Fargo Securities, LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC and Xxxxx Xxxxxxx & Co., respectively (each, an “Alternative Placement Agent” and together with the Sales Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company agrees that whenever it determines to sell Securities directly to an Alternative Placement Agent as principal it will enter into a separate written agreement in form and substance satisfactory to both the Company and the Alternative Placement Agent covering such sale.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsBaird, acting as agents agent and/or principalsprincipal, shares of the Company’s common stock, $0.01 par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 50,000,000 (the “Maximum Amount”). The foregoing shares being herein called the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Baird shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Baird will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance filed with the provisions Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-254834) (the “Base Registration Statement”), including the related base prospectus, covering the registration of the offer and sale of certain securities, including the Securities, under the Securities Act of 1933, as amendedamended (the “1933 Act”), and has filed such amendments thereto, if any, as may have been required to the date hereof. Such registration has been declared effective under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations thereunder of the Commission under the 1933 Act (collectively, the “Securities Act1933 Act Regulations”) and Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”). Any information included in such prospectus supplement that was omitted from the Base Registration Statement at the time it became effective but that is deemed to be part of and included therein pursuant to Rule 430B is referred to herein as the “Rule 430B Information.” The Base Registration Statement, with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Sharesat any given time, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares (togetheramendments thereto at such time, the “Prospectus Supplement”) to exhibits thereto and any schedules thereto at such time, the base prospectus included as part of such registration statement. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein pursuant to Rule 424 Item 12 of Form S-3 under the Securities 1933 Act or at such time and the documents otherwise deemed to be a part of such registration statement pursuant to thereof or included therein by the 1933 Act Regulations, including the Rule 430B of the Securities ActInformation, is herein called the “Registration Statement.”; provided, however, that “Registration Statement” The base prospectus included in without reference to a time means the Registration StatementStatement as of the time of the first contract of sale for the Securities, as it may which time shall be supplemented by considered the Prospectus Supplement“new effective date” (within the meaning of Rule 430B(f)(2) of the 1933 Act Regulations (“Rule 430B(f)(2)”)) of the Registration Statement with respect to Baird and the Securities; and provided further, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by that if the Company files a registration statement with the Commission pursuant to Rule 424 under 462(b) of the 1933 Act Regulations relating to the Securities Act(the “Rule 462(b) Registration Statement”), then, after such filing, all references to the “Registration Statement” shall also be deemed to include the Rule 462(b) Registration Statement. The base prospectus and the prospectus supplement, in the form first furnished to Baird for use in connection with the offering of the Securities, including all the documents incorporated or deemed incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement, is herein hereinafter collectively called the “Prospectus.” Any Unless the context requires otherwise, all references in this Agreement to documents, financial statements and schedules and other information “contained,” “included,” “stated,” “described in” or “referred to” in the Registration Statement or the Prospectus (or other references of like import) shall be deemed to include all such documents, financial statements and schedules and other information that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement or the Prospectus, as the case may be, at the time of execution of this Agreement; and all references in this Agreement to amendments or supplements to the base prospectus, the Prospectus Supplement Registration Statement or the Prospectus shall be deemed to refer to and include any post-effective amendment document filed under the Securities Exchange Act of 1934, as amended (the “1934 Act”), or the rules and regulations promulgated thereunder (the “1934 Act Regulations”) that is incorporated by reference in, or otherwise deemed by the 1933 Act Regulations to be a part of or included in, the Registration Statement and any prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto to any of the foregoing shall be deemed to include any the copy filed with the Commission pursuant to XXXXX.its Electronic Data Gathering, Analysis and Retrieval system or any successor system (“EXXXX”). As used in this Agreement:

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and that neither the Agents Sales Agent nor the Forward Seller, as applicable, shall have no any obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., CIBC World Markets Corp., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, Xxxxxxxxx LLC, X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC, Regions Securities LLC, Scotia Capital (USA) Inc. and Xxxxxx, Xxxxxxxx & Company, Incorporated and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxx Fargo Securities, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 150,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the number and aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to Xxxxx Fargo Securities as principal it will enter into a separate written agreement (each, a “Terms Agreement”), in substantially the form of Exhibit H attached hereto, containing the terms and conditions of such sale. References to “this Agreement” or to matters contained “herein” or “hereunder,” or words of similar import, mean this Equity Distribution Agreement and any applicable Terms Agreement. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533193311), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to Xxxxx Fargo Securities, for use by Xxxxx Fargo Securities, copies of the context otherwise requires, prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement”, as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of the date hereof, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the “Alternative Placement Agent”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, shares (the Company may issue and sell through the Agents, acting as agents and/or principals, shares “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common SharesStock”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 750,000,000 (the “Maximum Amount”), may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Sales Agent or the Forward Seller, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Agents Sales Agent and the Forward Seller will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared which became effective by upon filing with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company agrees that whenever it determines to sell Securities directly to the Sales Agent as principal it will enter into a separate written agreement containing the terms and conditions of such sale. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533249932), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. Except where The Company will furnish to the context otherwise requiresSales Agent or the Forward Seller, as applicable, for use by the Sales Agent or the Forward Seller, as applicable, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The “Registration Statement,” as of any time, means such registration statement as amended when it became effectiveby any post-effective amendments thereto at such time, including all the exhibits and any schedules thereto at such time, the documents filed as part thereof, or incorporated or deemed to be incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission therein at such time pursuant to Rule 424 Item 12 of Form S-3 under the Securities Act or and the documents and information otherwise deemed to be a part thereof as of such registration statement time pursuant to Rule 430B of the Securities ActAct (“Rule 430B”); provided, is herein called however, that the “Registration Statement.” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents and information incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 under 424(b) of the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” The Company may file one or more additional registration statements (which shall be the Registration Statement) from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be the Prospectus Supplement), with respect to the Securities. Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of the date hereof, with each of BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, Regions Securities LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated and Truist Securities, Inc. and, in certain cases, one of their respective affiliates (each, in its capacity as agent and/or principal (in the case of the Issuance Securities), an “Alternative Sales Agent”, as forward seller (in the case of the Forward Hedge Securities), an “Alternative Forward Seller,” or as forward purchaser, an “Alternative Forward Purchaser”) on the terms set forth in the applicable Alternative Distribution Agreements. The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. Notwithstanding any other provisions of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards (as defined below) are not applicable hereunder and no sales of Forward Hedge Securities shall take place pursuant to this Agreement.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, its common shares of the Company’s common stockbeneficial interest, par value $0.01 .01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 400,000,000 (the “Maximum Amount”). The Common Shares sold pursuant to this Agreement, up to the Maximum Amount, shall be referred to herein as the “Securities.” Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”) (“Rule 462(e)”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533224701), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Distribution Agreements”), of even date herewith, with each of Xxxxx Fargo Securities, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (together, the “Alternative Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the AgentsXxxxxxx Xxxxx, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, $0.01 par value $0.01 per share (the “Common Shares”), having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 175,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that that, provided Xxxxxxx Xxxxx does not sell in excess of the number of Securities specified in any Placement Notices issued to it, compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and Exchange Commission (regulations thereunder, the “CommissionSecurities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-194316), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 19331934, as amended, and the rules and regulations thereunder (collectively, the “Securities Exchange Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533), including a base prospectus, relating to the Common Shares, including the Shares to be issued from time to time by the Company. The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act (“Rule 424(b)”) or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities ActAct (the “Rule 430B Information”), is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated or deemed to be incorporated by reference therein, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have has most recently been filed by the Company with the Commission pursuant to Rule 424 under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, 424(b) is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed to be incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company will contribute the Net Proceeds (as defined below) from the sale of the Securities from time to time pursuant to this Agreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined below), the Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), dated as of even date herewith, with Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC (collectively, the “Alternative Managers”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through or to the AgentsPlacement Agent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering price amount of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement (the “Maximum Amount”)50,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding on the aggregate offering price number of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Placement Agent shall have no obligation in connection with such compliance, provided that the Placement Agent follows the trading instructions provided pursuant to any Placement Notice (as defined below) in all material respects. The issuance and sale of the Shares Securities through the Agents Placement Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and after such Registration Statement has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use offer, sell or issue its Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement to issue the SharesStatement. The Company has filedshall file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 (File No. 333-265533)S-3, including a base prospectus, prospectus relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared may file an abbreviated registration statement to register additional Securities pursuant to Rule 462(b) (the “Rule 462(b) Registration Statement”). The Company shall prepare a prospectus or prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus SupplementATM Prospectus”) to the base prospectus included as part of such registration statement. Upon the Placement Agent’s request, the Company will furnish to the Placement Agent, for use by the Placement Agent, copies of the ATM Prospectus. Except where the context otherwise requires, such registration statement, as amended when it became effectiveamended, and any post-effective amendment thereto, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or 462(b) of the Securities ActAct (including the Rule 462(b) Registration Statement), is herein called the “Registration Statement.” The base prospectus and ATM Prospectus included in the Registration Statement, including all documents incorporated therein by reference, as it may be supplemented by a prospectus supplement relating to the Prospectus SupplementSecurities, in the form in which such base prospectus, ATM Prospectus and/or prospectus and/or Prospectus Supplement supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated together with any “issuer free writing prospectus,” as defined in Rule 433 of the Securities Act, relating to the Securities that (i) is required to be filed with the Commission by the Company or deemed incorporated by reference therein(ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, be incorporated by reference therein. Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”); all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with Xxxxxx X. Xxxxx & Co. Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the The Company and the Adviser agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company it may issue and sell through the AgentsAgent, acting as agents agent and/or principalsprincipal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common SharesStock”), having an aggregate offering sale price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering sale price of the Common Shares Securities issued and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Agents Agent shall have no obligation in connection with such compliance. The issuance and sale of the Shares Securities through the Agents Agent will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by with the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the SharesSecurities. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission a registration statement on Form N-2 S-3 (File No. 333-265533204635) (the “Original Registration Statement”), which became effective upon filing, including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Original Prospectus Supplement”) to the base prospectus included as part of the Original Registration Statement. The Company will furnish to the Agent, for use by the Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Securities may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Securities following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of under the Securities Act. Except where the context otherwise requires, is herein called the “Prospectus Supplement” refers to (i) initially, the Original Prospectus Supplement and (ii) any prospectus supplement specifically relating to the Securities to the base prospectus included as part of the Replacement Registration Statement.” , if any. The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX. The Company has also entered into separate equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated of even date herewith, with KeyBanc Capital Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxxx, Xxxxx & Co., Xxxxxxx Xxxxx & Associates, Inc., RBC Capital Markets, LLC, Xxxxxx, Xxxxxxxx & Company, Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc. and TD Securities (USA) LLC (each, an “Alternative Placement Agent”, and together with the Agent, the “Placement Agents”). The aggregate offering price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreements shall not exceed the Maximum Amount.

Description of Securities. Each of the Company and the Adviser Operating Partnership agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through the Agents, acting as agents and/or principals, shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), Securities having an aggregate offering price of up to $150,000,000, inclusive of amounts sold pursuant to the Prior Agreement 500,000,000 (the “Maximum Amount”)) may be offered and sold in the manner contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price of the Common Shares issued Securities offered and sold under this Agreement (such Common Shares being referred to herein as the “Shares”) shall be the sole responsibility of the Company, and the Sales Agents or the Forward Sellers, as applicable, shall have no obligation in connection with such compliance. The issuance offering and sale of the Shares through Securities by the Sales Agents and the Forward Sellers will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared became effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares. The Company has filed, in accordance with the provisions upon filing under Rule 462(e) of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”); although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company and the Operating Partnership have filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission a (the “Commission”) an automatic shelf registration statement on Form N-2 S-3 (File No. 333-265533262016), including a base prospectus, relating to the Common Sharescertain securities, including the Shares Securities, to be issued from time to time by the CompanyCompany or the Operating Partnership, and which incorporates by reference documents that the Company and the Operating Partnership have filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Shares dated August 22, 2023, as supplemented by the prospectus supplement filed on the date hereof specifically relating to the Shares Securities (together, the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. The Company will furnish to the Sales Agents or the Forward Sellers, as applicable, for use by such Sales Agents or such Forward Sellers, as applicable, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof, thereof or incorporated or deemed incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B (the “Rule 430B Information”) of the Securities Act, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The base prospectus prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company and/or the Operating Partnership, as applicable, with the Commission pursuant to Rule 424 424(b) under the Securities Act, including all documents incorporated or deemed incorporated by reference therein, Act is herein called the “Prospectus.” Any reference herein to the base prospectusRegistration Statement, the Prospectus Supplement or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any post-effective amendment to the Registration Statement and any prospectus supplement relating to the Shares filed document with the Commission pursuant deemed to Rule 424, in each case after the date of the base prospectus, the Prospectus Supplement or the Prospectus, as the case may bebe incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to XXXXX.