Common use of Description of Securities Clause in Contracts

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx 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 regulations thereunder, the “Securities Act”). 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockstock (the “Common Stock”), par value $0.01 per share (the “Common StockShares”), having an aggregate provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in accordance with the provisions Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of May 22, 2008 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 9, 2001 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of December 1, 1996 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s 's common stock, $0.001 par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 376,250,160 (the “Securities”), which includes, for the avoidance of doubt, the shares of Common Stock having an aggregate gross sales price of $207,923,036.47 sold by the Company prior to 4:00 p.m. (eastern time) on November 13, 2023 pursuant to either of the prospectus supplements filed by the Company with the Commission (as defined below) on August 6, 2021 and January 24, 2023. The maximum amount of Securities that the Placement Agent may sell pursuant to this Agreement as set forth in the immediately preceding sentence is also referred to herein as 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 on the amount of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and which became effective upon filing with the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290269386), including a base prospectus, relating to certain securities, including the Securities 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by referencereference 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(b) under the Securities Act Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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”). As used ; all references in this AgreementAgreement 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 not a Well-Known Seasoned Issuer or otherwise is unable to make the representations set forth in Section 5(a)(40) at any time when the Company is required to make such representations pursuant to Section 7(o), the following terms have Company shall file a new registration statement with respect to any additional Securities necessary to complete the respective meanings set forth below: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 any 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-3ASR (File No. 333-269386), including a base prospectus, relating to certain securities, including the Securities, including all documents incorporated by reference therein. The Company has also entered into separate equity distribution agreements (collectively, the “Alternative Distribution Agreements”), (i) dated as of August 6, 2021, as amended on January 24, 2023 and the date hereof, with the parties listed in subsection (a) of Appendix A attached hereto and (ii) dated as of the date hereof with the party listed in subsection (b) of Appendix A attached hereto (such parties 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 Common 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 The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to 500,000 shares (the “Series A Preferred Securities”) of the Company’s common stock8.75% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Common Series A Preferred Stock”), having an aggregate offering price of and up to $75,000,000 2,500,000 shares (the “Maximum AmountSeries B Preferred Securities”) of the Company’s 8.25% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock,” and together with the Series A Preferred Stock, the “Preferred Stock”). The Series A Preferred Securities and the Series B Preferred Securities are referred to herein as the “Securities.” 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. 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 MLV & Co. LLC (the “Alternative Placement Agent”). The aggregate number of shares of Series A Preferred Stock that may be issued and sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed 500,000 shares. The aggregate number of shares of Series B Preferred Stock that may be issued and sold pursuant to this Agreement and the Alternative Distribution Agreement shall not exceed 2,500,000 shares. The aggregate public offering amount of shares of Series A Preferred Stock and Series B Preferred Stock sold pursuant to this Agreement and the Alternative Distribution Agreement may not exceed $75,000,000, which amount will be further reduced, dollar-for-dollar, to the extent that the Company sells more than $75,000,000 aggregate public offering amount of shares of its common stock, $0.01 par value per share, under one or more equity distribution agreements relating to “at the market” offerings of the Company’s common stock. The aggregate number of Securities of both series that may be issued and sold pursuant to this Agreement and the Alternative Distribution Agreement is referred to herein as 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 Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290180256), including a base prospectus, relating to certain securities, including the Securities to be issued and sold from time to time by the CompanyCompany pursuant to this Agreement and the Alternative Distribution Agreement, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 150,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below) the “Maximum Amount”)parties hereto agree that compliance with the limitations set forth in this Section 1 on the aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Company hereby reserves the right to issue and to sell securities other than through the Placement Agent during the term of 1933this Agreement, as amended (collectively with subject to the rules and regulations thereundernotice provisions contained in Section 7(k); provided, however, the “Securities Act”)Company has not currently engaged, and does not intend to engage in the foreseeable future, any placement agent other than the Placement Agent in connection with any at-the-market offering sales program with respect to any Company equity securities. The addition of any other placement agent to the Company’s at-the-market offering sales program contemplated hereby shall require the consent of the Placement 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 Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290204235), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx XxxxxSunTrust, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and SunTrust shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx SunTrust will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to SunTrust as principal it will enter into a separate written agreement containing the terms and conditions of 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and KeyBanc Capital Markets Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with SunTrust, 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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290224135), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxSunTrust, for use by Xxxxxxx XxxxxSunTrust, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to $25,000,000 of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an aggregate offering price 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 on the number of up to $75,000,000 (the “Maximum Amount”)Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. The Company has also entered into a sales agreement (the “Other Sales Agreement”) of even date herewith with Cantor Xxxxxxxxxx & Co. (the “Alternative Agent”) for the issuance and sale from time to time to or through the Alternative Agent of the Shares on the terms to be set forth in the Other Sales Agreement. The Placement Agent and the Alternative Agent are collectively referred to herein as the “Agents.” This Agreement and the Other Sales Agreement are collectively referred to herein as the “Sales Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Sales Agreements shall not exceed $25,000,000; provided, however, that in no event shall the Company issue or sell through the Agents such number or dollar amount of Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made or (b) exceed the number of authorized but unissued shares of Common Stock. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290204513), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Securities. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agents, acting as agent agents and/or principalprincipals, up to 18,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Placement Agents such number or dollar amount of Securities that would (i) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (ii) exceed the number of up authorized but unissued shares of Common Stock under the Company’s charter, (iii) exceed the number or dollar amount of shares of Common Stock permitted to $75,000,000 be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the “Maximum Amount”number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agents will be effected pursuant to the Registration Statement filed by the Company 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 offer, sell or issue the Securities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that was filed by is equivalent to the Company under the number of Securities Act of 1933, as amended sold hereunder (collectively with the rules and regulations thereunder, the “Securities ActCompany OP Units”). 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290262861), including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 18, 2022, and Post-Effective Amendment No. 1 thereto, filed with the Commission on February 14, 2023, Post-Effective Amendment No. 2 thereto, filed with the Commission on February 23, 2023, and Post-Effective Amendment No. 3 thereto, filed with the Commission on April 6, 2023, were filed to convert the Registration Statement to the proper XXXXX submission type for a non-automatic shelf registration statement, as a result of the Company no longer qualifying as a well-known seasoned issuer. Post-Effective Amendment No. 3 became effective under the Securities Act on April 11, 2023, and includes the Company’s base prospectus, dated April 6, 2023. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxeach Placement Agent, for use by Xxxxxxx Xxxxxsuch 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 when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (Act, or any substitute registration statement that may be filed to continue the “Rule 430B Information”)registration of the Securities when it becomes effective, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below:Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx XxxxxXxxxx Fargo Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxx Fargo Securities 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 Xxxxx Fargo Securities 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 market value of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxx Fargo Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Fargo Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to Xxxxx Fargo Securities 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290156050), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxXxxxx Fargo Securities, for use by Xxxxxxx XxxxxXxxxx 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXXAlternative Distribution Agreements”). As used in this Agreement, dated as of even date herewith, with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxx & Company, Inc. (each an “Alternative Manager” and collectively, the following terms have the respective meanings set forth below:“Alternative Managers”).

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to 6,000,000 shares (the “SecuritiesShares”) of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an aggregate offering price 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 on the number of up to $75,000,000 (the “Maximum Amount”)Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as amended requiring the Company to use the Registration Statement to offer, sell or issue the Shares. The Company has also entered into a separate equity distribution agreement with respect to the Shares (collectively each, an “Alternative Equity Distribution Agreement” and, together with any other equity distribution agreement with respect to the rules and regulations thereunderShares into which the Company may enter, the “Alternative Equity Distribution Agreements”), each dated as of even date herewith, with each of JMP Securities ActLLC, FBR Capital Markets & Co. and Ladenburg Xxxxxxxx & Co. Inc. (each an “Alternative Agent” and, together with any other agent with which the Company enters into an Alternative Equity Distribution Agreement, the “Alternative Agents”). 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290215384), including a base prospectus, relating to certain securities, including the Securities Shares 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 Operating Partnership 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 Xxxxxxx Xxxxxor to Citigroup, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Citigroup 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 Citigroup 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Citigroup will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and automatically declared effective on the date it was filed, although nothing in this Agreement shall be construed as requiring the Company to issue the Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Citigroup, the “Agents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. The Company has filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filed, in accordance with and the provisions of rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-181290199677), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxCitigroup, for use by Xxxxxxx XxxxxCitigroup, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company and the Operating Partnership 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 or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 50,000,000 (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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of 1933even date herewith, as amended with KeyBanc Capital Markets Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx, Incorporated (collectively each, an “Alternative Agent” and together with the rules and regulations thereunderXxxxxxx Xxxxx, the “Securities ActAgents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290178792), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxx, acting as agent and/or and/or, at the option of the Company, principal, up to 7,000,000 shares (the “Securities”) of the Company’s common stockClass A Common Stock, par value $0.01 .01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an the parties hereto agree that compliance with the limitations set forth in this Section 1 regarding the aggregate offering price number of up to $75,000,000 (Securities issued and sold under this Agreement shall be the “Maximum Amount”)sole responsibility of the Company, and Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (as defined below), although nothing in this Agreement shall be construed as requiring the Securities Act Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to Xxxxxxx Xxxxx during the term of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”)this Agreement. The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290150341-01), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the CompanyCommon Stock, 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 1934, as amended, 1934 and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement statement, which Prospectus Supplement specifically relates to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies (which may be electronic form) 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (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, 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (as defined below). The Company and the Commission’s Electronic Data GatheringOperating Partnership have also entered into separate equity distribution agreements (collectively, Analysis the “Alternative Distribution Agreements”), dated as of even date herewith, with KeyBanc Capital Markets Inc. and Retrieval system Xxxxx Fargo Securities, LLC (each, an “XXXXXAlternative Manager”). As used in The aggregate number of Securities that may be sold from time to time pursuant to this Agreement, Agreement and the following terms have Alternative Distribution Agreements shall not exceed 7,000,000 shares of Common Stock (the respective meanings set forth below:“Maximum Amount”).

Description of Securities. Each of the Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (of beneficial interest in the “Securities”) of the Company’s common stock, par value $0.01 per share Company (the “Common Stock”), having an aggregate no par value (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 21, 2021, included in accordance with the provisions Registration Statement at the time it became effective on May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated October 19, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of July 27, 2004 (“Investment Advisory Agreement”), (ii) a custody agreement with State Street Bank and Trust Company dated as of December 9, 2013 (the “Custody Agreement”), (iii) an administration agreement with ALPS Fund Services, Inc. dated as of July 27, 2004 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with DST Systems, Inc. dated as of June 13, 2013 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each The second paragraph of Section 1 of the Company and the 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 Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx will Agreement shall 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 replaced in its entirety with the rules and regulations thereunder, the “Securities Act”). following: 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290275138), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, including a base prospectus, relating to certain securities, including the Securities to be issued offered and sold from time to time by the Companytime, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Sales Agent or the Forward Seller, as applicable, for use by Xxxxxxx Xxxxxthe 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. Except where the context otherwise requiresThe “Registration Statement,” as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called 430B. The base prospectus included in the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares of common stock of the Company up to a maximum aggregate offering price of $20,000,000 (the “Securities”) of the Company’s common stock), par value $0.01 0.0001 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an aggregate offering price 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 on the number of up to $75,000,000 (the “Maximum Amount”)Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue the Securities. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290209737), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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 (“XXXXXEXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below:Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EXXXX.

Description of Securities. Each of the Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx XxxxxPlacement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate or (ii) 7.75% Series B Term Preferred Stock due 2026, par value $0.001 per share (the “Series B Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-218611 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of June 8, 2017, included in accordance with the provisions Registration Statement at the time it became effective on June 14, 2017 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated June 28, 2017 filed 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 pursuant to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement has become effective Rule 497 under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will file in accordance an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the provisions Investment Adviser dated as of May 16, 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with Xxxxx Fargo Bank, National Association dated as of July 20, 2016 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of June 6, 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of September 16, 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating ) are hereinafter referred to the Securities to the base prospectus included collectively as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, Rules and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration StatementRegulations.” The base prospectus, including all documents incorporated therein by reference, included All references in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the Operating Partnership agrees that, from time proposes 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 Xxxxxxx Xxxxxor to the Manager, acting as sales agent and/or principal, shares (the “Securities”) of the Company’s Class B common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $75,000,000 200,000,000 (the “Maximum AmountShares”)) on the terms set forth in Section 3 of this Agreement. The issuance and sale of Company agrees that whenever it determines to sell the Securities through Xxxxxxx Xxxxx will be effected pursuant Shares directly to the Registration Statement Manager as principal, it will enter into a separate agreement (as defined beloweach, a “Terms Agreement”) that was filed by in substantially the Company under the Securities Act form of 1933Annex I hereto, as amended (collectively relating to such sale in accordance with the rules and regulations thereunder, the “Securities Act”)Section 3 of this Agreement. The Company has filed, in accordance with the provisions of the Securities Act, filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290133187), including a base prospectus, relating to certain securities, including the Securities to be issued from time to time by the Companyrelated preliminary prospectus or prospectuses, which shelf registration statement has become became effective upon filing with the Commission under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement covers the registration of the Shares under the 1933 Act. Promptly after execution and which incorporates by reference documents that delivery of this Agreement, the Company has filed or will prepare and file a prospectus in accordance with the provisions of paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Exchange 1933 Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically Regulations relating to the Securities offering of the Shares. Such registration statement as amended to the date of this Agreement, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the 1933 Act and the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of its most recent effective date, is hereinafter referred to as the “Registration Statement,” the related base prospectus included dated April 10, 2006 filed as part of such registration statement (Registration Statement, including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of the date of such prospectus, is hereinafter referred to as the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies of Base Prospectus” and the most recent prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, supplement relating to the Securities. Except where the context otherwise requiresShares, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b), in the form furnished by the Company to the Manager in connection with the offering of the Shares, is hereinafter referred to as the “Prospectus Supplement.” In addition, from time to time as provided by Section 3(a)(vii) under of this Agreement, the Securities Act Company will prepare and file a prospectus supplement in accordance with the provisions of Rule 424(b) (each, an “Interim Prospectus Supplement”). The Base Prospectus, as supplemented by (i) the Prospectus Supplement including the documents incorporated therein pursuant to Part I, Item 12 of Form S-3 as of the date of such prospectus, and (ii) the most recently filed Interim Prospectus Supplement (if any), is herein called hereinafter referred to as the “Prospectus.” Any reference herein The Company has also entered into an equity distribution agreement (the “Alternative Equity Distribution Agreement”), dated of even date herewith, with Xxxxxx Xxxxxxx & Co. Incorporated (the “Alternative Manager”). The aggregate gross sales price of the Shares that may be sold pursuant to this Agreement and the Alternative Equity Distribution Agreement shall not exceed $200,000,000 (the “Maximum Amount”). Whenever the Company determines to sell the Shares directly to the Registration StatementAlternative Manager as principal, it will enter into a separate agreement (each, an “Alternative Terms Agreement”) in substantially the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein form of Annex I to the terms Alternative Equity Distribution Agreement. This Agreement and the Alternative Equity Distribution Agreement are sometimes hereinafter referred to as the “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 document with the Commission deemed to be incorporated by reference thereinDistribution Agreements”. For purposes of this Agreement, all references to the Registration Statement, Statement or 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 its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used All references in this AgreementAgreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, the following terms have Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the respective meanings set forth below:1933 Act Regulations to be a part of or included in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include any post-effective amendment to the Registration Statement and the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”), which 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.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxxthe Sales Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 100,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx the Sales Agent 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 regulations thereunder, the “Securities Act”). 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. 333-181290194976), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Sales Agent, for use by Xxxxxxx Xxxxxthe 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”). 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 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 it may issue and sell through Xxxxxxx XxxxxKeyBanc, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx KeyBanc will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to KeyBanc as principal it will enter into a separate written agreement containing the terms and conditions of 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with KeyBanc, 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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290224135), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxKeyBanc, for use by Xxxxxxx XxxxxKeyBanc, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockstock (the “Common Stock”), par value $0.01 per share (the “Common StockShares”), having an aggregate provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in accordance with the provisions Registration Statement at the time it became effective on April 16, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of January 28, 2003 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of January 28, 2003 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of January 28, 2003 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (of beneficial interest in the “Securities”) of the Company’s common stock, par value $0.01 per share Company (the “Common Stock”), having an aggregate no par value (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 21, 2021, included in accordance with the provisions Registration Statement at the time it became effective on May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated October 19, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of April 25, 2006 (“Investment Advisory Agreement”), (ii) a custody agreement with State Street Bank and Trust Company dated as of December 9, 2013 (the “Custody Agreement”), (iii) an administration agreement with ALPS Fund Services, Inc. dated as of October 24, 2006 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with DST Systems, Inc. dated as of June 13, 2013 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company and the Operating Partnership 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 or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 25,000,000 (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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve 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) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290155729), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each The second paragraph of Section 1 of the Company and the 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 Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx will Agreement shall 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 replaced in its entirety with the rules and regulations thereunder, the “Securities Act”). following: 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290275138), which automatic shelf registration statement became effective upon filing under Rule 462(e) under the Securities Act, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Sales Agent, for use by Xxxxxxx Xxxxxthe Sales 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 requiresThe “Registration Statement,” as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called 430B. The base prospectus included in the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under of the Securities 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, having however, that in no event shall the Company issue or sell through the Placement Agent such number or aggregate gross proceeds amount of Securities, together with all sales of Securities under any Alternative Equity Distribution Agreement (as defined below), that would exceed (a) 4,000,000 shares, (b) the number of authorized but unissued shares of Common Stock plus the number of treasury shares of Common Stock then held by the Company or (c) an aggregate offering price of up to $75,000,000 50,000,000 in gross proceeds (the lesser of (a), (b) or (c), the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under any Alternative Equity Distribution Agreement. For the avoidance of doubt, the Maximum Amount shall be calculated based on all sales of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements together with any separate underwriting or similar agreement covering principal transactions described herein or therein. 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 the number and aggregate sale price of the Securities sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. 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 containing the terms and conditions of 1933such sale. The Company has also entered into a separate equity distribution agreement (such agreement, as amended collectively, together with any other equity distribution agreement with respect to the Securities into which the Company may enter into with Alternative Placement Agents (collectively with the rules defined below), each an “Alternative Equity Distribution Agreement,” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), dated as of even date herewith, with [ALTERNATE BANK NAME] (and, as applicable, its respective affiliates) (in its capacity as agent and/or principal thereunder, collectively, together with any other placement agent with which the Company may enter into an equity distribution agreement with respect to the Securities, each, an “Alternative Placement Agent,” and collectively, the “Alternative Placement Agents”), for the issuance and sale of Securities from time to time through the Alternative Placement Agent on the terms set forth in such Alternative Equity Distribution 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 Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290258971), including a base prospectus, relating to certain securities, including the Securities to be issued offered for sale 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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 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’s Electronic Data Gathering, Analysis and Retrieval system (“) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate or (ii) 6.50% Series C Term Preferred Stock due 2031, par value $0.001 per share (the “Series C Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock or Series C Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-237586 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). 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 securitiesas amended, including the Securities to be issued from exhibits and schedules thereto, at the 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act, and all documents filed as part thereof incorporated or deemed to be incorporated therein by reference thereinpursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 28, 2020, included in the Registration Statement at the time it became effective on May 29, 2020 (including any information contained the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in a Prospectus (the form in which it was distributed, is hereinafter referred to as defined below) subsequently the “Base Prospectus”; the prospectus supplement dated July 14, 2021 filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such any other prospectus and/or Prospectus Supplement have most recently been supplements filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is herein called hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” Any reference herein If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and then any reference herein to the terms term “amendRegistration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the Investment Adviser dated as of May 16, 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with Wxxxx Fargo Bank, National Association dated as of July 20, 2016 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of June 6, 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of September 16, 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “amendmentExchange Act”) are hereinafter referred to collectively as the “Rules and Regulations.” or “supplement” with respect All references in this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 400,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 regarding the aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended amended, (collectively with “Rule 462(e)”) and the rules and regulations thereunderthereunder (collectively, the “Securities Act”) 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 Securities. The Company has prepared and filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an “Commission”) a automatic shelf registration statement statement” (as defined under Rule 405 of the Securities Act), on Form S-3 (File No. 333-181290216177), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, which automatic shelf registration statement has become became automatically effective upon filing under Rule 462(e). The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any 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 otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, 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 incorporates 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 (“Rule 430B(f)(2)”), including the exhibits and any 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 that otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus filed as part of such automatic shelf registration statement, as amended in the form in which it has been filed most recently with the Commission in accordance with this Agreement, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Base Prospectus”. Promptly after execution and delivery of this Agreement, the Company has filed or will prepare and file a prospectus supplement relating to the Securities 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 Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information424(b)”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement. Such final prospectus supplement, as supplemented amended by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have supplement filed most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statementin accordance with this Agreement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include including 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 document with the Commission deemed to be incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agent for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 400,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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)218476) on June 2, 2017, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager copies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”); 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 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares of common stock of the Company (the “Securities”) of the Company’s common stock), par value $0.01 0.001 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices (as defined below) for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock less any shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized capital stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), having an aggregate offering price or (d) exceed the number or dollar amount of up to $75,000,000 shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with 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 Securities. The Company has filed or will 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 shelf registration statement on Form S-3 (File No. 333-181290)S-3, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses (as defined below) that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to an aggregate value of $25,000,000 of shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up the Company. Notwithstanding anything to $75,000,000 the contrary contained herein, except as set forth in a Placement Notice (as defined below) the “Maximum Amount”)parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities, and provided further that nothing in this Agreement shall prevent the Company from entering into a separate equity distribution agreement with another Placement Agent with respect to the Shares (an “Alternative Equity Distribution Agreement”) subsequent to the date hereof. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290179314), including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe 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 when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below:Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company Company, the Adviser and the Operating Partnership Administrator 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 Xxxxxxx XxxxxUBS Securities, acting as agent and/or principal, shares (the “Securities”) of the Company’s 's common stock, $0.001 par value $0.01 per share (the “"Common Stock”"), having an aggregate offering price of up to $75,000,000 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 shares of Common Stock issued and sold under this Agreement (such shares of Common Stock being referred to herein as the "Securities") shall be the sole responsibility of the Company, and UBS Securities shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx UBS Securities will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Company has also entered into an equity distribution agreement (the "Other Equity Distribution Agreement") of 1933even date herewith with Wxxxx Fargo Securities, LLC (the "Alternative Agent") for the issuance and sale from time to time to or through the Alternative Agent of the Securities on the terms set forth in the Other Equity Distribution Agreement. UBS Securities and the Alternative Agent are collectively referred to herein as amended (the "Agents." This Agreement and the Other Equity Distribution Agreement are collectively with referred to herein as the rules "Equity Distribution Agreements." The aggregate gross offering price of the Securities that may be sold pursuant to this Agreement and regulations thereunder, the “Securities Act”)Other Equity Distribution Agreement shall not exceed $50,000,000.00. 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 (the “Commission”) a shelf registration statement on Form S-3 N-2 (File No. 333-181290174756), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the "Prospectus Supplement") to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxUBS Securities, for use by Xxxxxxx XxxxxUBS 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 or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under 430C of the Securities Act (the “Rule 430B Information”)Act, is herein called the “"Registration Statement.” " The base prospectus, including all documents incorporated therein by reference, 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(b) 497 under the Securities Act is herein called the “"Prospectus.” " Any reference herein to the Registration Statementbase prospectus, the Prospectus 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 Supplement or the Prospectus shall be deemed to refer to and include any post-effective amendment to the filing after Registration Statement and any prospectus supplement relating to the execution hereof of any document Securities filed with the Commission deemed pursuant to be incorporated by reference thereinRule 497, 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 EXXXX. A Form N-54A Notification of Election to be Subject to Sections 55 through 65 of the Commission’s Electronic Data GatheringInvestment Company Act of 1940 filed Pursuant to Section 54(a) of the Investment Company Act (File No. 814-00794) (the “Notification of Election”) was filed with the Commission on April 12, Analysis 2010 under the Investment Company Act of 1940, as amended, and Retrieval system the rules and regulations promulgated thereunder (“XXXXX”collectively, the "Investment Company Act"). As used in this The Company has entered into an Investment Advisory and Management Agreement, dated as of April 14, 2010 and amended and restated as of July 16, 2010 (the following terms have "Investment Advisory Agreement"), with the respective meanings set forth below:Adviser. The Company has entered into an Administration Agreement, dated as of April 14, 2010 (the "Administration Agreement"), with the Administrator.

Description of Securities. Each of the Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate par value $0.001 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 25, 2022, included in accordance with the provisions Registration Statement at the time it became effective on May 25, 2022 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated June 1, 2022 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory and management agreement with the Investment Adviser dated as of February 28, 2011 (“Investment Advisory Agreement”), (ii) a custody agreement with U.S. Bank National Association dated as of March 1, 2019 (the “Custody Agreement”), (iii) a fund administration servicing agreement with U.S. Bancorp Fund Services, LLC dated as of March 1, 2019 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of March 1, 2019 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custody Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx XxxxxKeyBanc, acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) of the Company’s classified as common stock, par value $0.01 0.0001 per share (the “Common StockShares”), having an aggregate offering sale price of up to $75,000,000 100,000,000 (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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx KeyBanc will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), 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 of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290183645), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxKeyBanc, for use by Xxxxxxx XxxxxKeyBanc, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 System (“XXXXXEXXXX”), as supplemented by its Interactive Data Electronic Applications system. As used in this The Company and the Operating Partnerships have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with KeyBanc Capital Markets Inc. (the following terms have the respective meanings set forth below:“Alternative Manager”).

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx XxxxxCitigroup, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 200,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Citigroup will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to Citigroup as principal it will enter into a separate written agreement containing the terms and conditions of 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with BNY Mellon Capital Markets, LLC, RBC Capital Markets, LLC 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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290204623), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxCitigroup, for use by Xxxxxxx XxxxxCitigroup, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx XxxxxXxxxxx Xxxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Xxxxxx Xxxxxx 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 Xxxxxx Xxxxxx 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 market value of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxxx Xxxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Xxxxxx Xxxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to Xxxxxx Xxxxxx 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290156050), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxXxxxxx Xxxxxx, for use by Xxxxxxx XxxxxXxxxxx Xxxxxx, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXXAlternative Distribution Agreements”). As used in this Agreement, dated as of even date herewith, with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X. Xxxxxx Securities Inc. and Xxxxx Fargo Securities, LLC (each an “Alternative Manager” and collectively, the following terms have the respective meanings set forth below:“Alternative Managers”).

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principalagent, shares of common stock of the Company (the “Securities”) of the Company’s common stock), par value $0.01 0.001 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices (as defined below) for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock less any shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized capital stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), having an aggregate offering price or (d) exceed the number or dollar amount of up to $75,000,000 shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with 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 Securities. 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 S-3 (File No. 333-181290239134), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 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 to the Registration Statement, including any Securities, as a result of the end of the three year period described in Rule 430B Information”)415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement, Statement or 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXXEXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses (as defined below) that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 Operating Partnership 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 Xxxxxxx Xxxxxor to Merrill, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Merrill 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 Merrill 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Merrill shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Merrill will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and automatically declared effective on the date it was filed, although nothing in this Agreement shall be construed as requiring the Company to issue the Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Merrill, the “Agents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. The Company has filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filed, in accordance with and the provisions of rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-181290199677), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxMerrill, for use by Xxxxxxx XxxxxMerrill, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via 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 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 it may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 125,000,000 (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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), 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 of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290175326), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Transaction Entities have also entered into three separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the Commission’s Electronic Data Gatheringdate hereof, Analysis with Barclays Capital Inc., KeyBanc Capital Markets Inc. and Retrieval system Xxxxx Fargo Securities, LLC, respectively (each, an “XXXXXAlternative Placement Agent”). As used in The aggregate offering price of the Securities that may be sold pursuant to this Agreement, Agreement and the following terms have Alternative Distribution Agreements shall not exceed the respective meanings set forth below:Maximum Amount.

Description of Securities. Each of the Company and the Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (of beneficial interest in the “Securities”) of the Company’s common stock, par value $0.01 per share Company (the “Common Stock”), having an aggregate no par value (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and, subject to the provisions of Sections 2, 3, and 4, Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission an automatic shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 21, 2021, included in accordance with the provisions Registration Statement at the time it became effective on May 21, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated October 19, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of April 26, 2005 (“Investment Advisory Agreement”), (ii) a custody agreement with State Street Bank and Trust Company dated as of December 9, 2013 (the “Custody Agreement”), (iii) an administration agreement with ALPS Fund Services, Inc. dated as of April 26, 2005 (as amended, the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with DST Systems, Inc. dated as of June 13, 2013 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 100,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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. 333-181290201420), 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”). As used 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 AgreementAgreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the following terms Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“OP Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the respective meanings set forth below:“Alternative Distribution Agreements”), dated as of even date herewith, with [ ], [ ] and [ ] (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 Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockstock (the “Common Stock”), par value $0.01 per share (the “Common StockShares”), having an aggregate provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in accordance with the provisions Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of April 17, 2013 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of April 17, 2013 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of July 16, 2013 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of July 16, 2013 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx XxxxxBarclays, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), 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 March 22, 2017 (the “Alternative Equity Distribution Agreement”) between the Company and Deutsche Bank Securities Inc. (the “Alternative Manager”)) of up to $75,000,000 100,000,000 (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 sales price of the Securities issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Barclays will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) under the Securities Act of 1933, as amended (collectively with amended, although nothing in this Agreement shall be construed as requiring the rules and regulations thereunder, Company to use the “Securities Act”)Registration Statement to issue the Securities. 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290216355), including a base prospectus, relating to certain securities, including the Securities 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxBarclays, for use by Xxxxxxx XxxxxBarclays, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, 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 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(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference 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(b) under the Securities Act Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto 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 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 document with the Commission deemed to be 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 Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 500,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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)238729) on May 27, 2020, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager copies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”); 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 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 Company and the 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 Xxxxxxx Xxxxxthe Sales Agent, acting as agent and/or principal, common shares (the “Securities”) of the Company’s common stockbeneficial interest, par value $0.01 per share share, of the Company (the “Common StockShares”), having an aggregate offering price of up to $75,000,000 375,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx the Sales Agent 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 regulations thereunder, the “Securities Act”). 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. 333-181290208717), 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 1934, as amended, and amended (collectively with the rules and regulations thereunder (collectivelythereunder, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Sales Agent, for use by Xxxxxxx Xxxxxthe 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx XxxxxPlacement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 0.001 per share (the “Common Stock”)[, having an aggregate or (ii) [Series Preferred Stock (the “Series Preferred Stock”], together with the Common Stock, the “Shares”)], provided however, that in no event shall the Company issue or sell through Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock [or Series Preferred Stock], as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-[ ] and 811-[ ]), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of [ ], included in accordance with the provisions Registration Statement at the time it became effective on [ ] (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated [ ] filed 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 pursuant to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement has become effective Rule 497 under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will file in accordance an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the provisions Investment Adviser dated as of October 5, 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with Wxxxx Fargo Bank, National Association dated as of October 3, 2018 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of October 5, 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of October 16, 2018 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating ) are hereinafter referred to the Securities to the base prospectus included collectively as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, Rules and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration StatementRegulations.” The base prospectus, including all documents incorporated therein by reference, included All references in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to $20,000,000 of the Company’s ordinary shares (the “Securities”) of the Company’s common stock), par value $NIS 0.01 per share (the “Common StockOrdinary Shares”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering price is being made, (b) exceed the number of up authorized but unissued Ordinary Shares less any Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized share capital, (c) exceed the number or dollar amount of Ordinary Shares permitted to $75,000,000 be sold under Form F-3 (including General Instruction I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue the Securities. The Company has also entered into an equity distribution agreement (the “Other Equity Distribution Agreement”) of even date herewith with Chardan Capital Markets, LLC (the “Alternative Agent”) for the issuance and sale from time to time to or through the Alternative Agent of the Securities on the terms to be set forth in the Other Equity Distribution Agreement. The Placement Agent and the Alternative Agent are collectively referred to herein as the “Agents.” This Agreement and the Other Agreement are collectively referred to herein as the “Equity Distribution Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Equity Distribution Agreements shall not exceed $20,000,000; provided, however, that in no event shall the Company issue or sell through the Agents (including issue Placement Notices for) such number or dollar amount of Securities that would 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 Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 F-3 (File No. 333-181290207250), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 400,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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)218476) on June 2, 2017, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager copies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agents, acting as agent and/or principal, up to 1,647,370 shares (the “SecuritiesMaximum Amount”; the foregoing shares being herein called the “Shares”) of the Company’s common stock7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, par value $0.01 per share (the “Common Series B Preferred Stock”), having an aggregate offering price which Shares exclude, for the avoidance of up doubt, the 217,630 shares of Series B Preferred Stock sold by the Company prior to $75,000,000 March 21, 2019 pursuant to the prospectus supplement filed by the Company with the Securities and Exchange Commission (the “Maximum AmountCommission”)) on May 16, 2017. 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 on the number of the Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and declared effective by 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 Shares. The obligations of the Placement Agents under the Securities Act of 1933, as amended (collectively with the rules this Agreement shall be several and regulations thereunder, the “Securities Act”)not joint. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290215384), including a base prospectus, relating to certain securities, including the Securities Shares 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agents, for use by Xxxxxxx Xxxxxthe Placement Agents, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below:Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX.

Description of Securities. Each of the Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate par value $0.001 per share, (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,”), or (iii) 7.75% Series B Term Preferred Stock due 2028, par value $0.001 per share (the “Series B Preferred Stock,” and together with the Common Stock and Series A Preferred Stock the “Shares”), provided however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock, Series A Preferred Stock, or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-272168 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). 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 securitiesas amended, including the Securities to be issued from exhibits and schedules thereto, at the 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act, and all documents filed as part thereof incorporated or deemed to be incorporated therein by reference thereinpursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of June 28, 2023, included in the Registration Statement at the time it became effective on June 29, 2023 (including any information contained the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in a Prospectus (the form in which it was distributed, is hereinafter referred to as defined below) subsequently the “Base Prospectus”; the prospectus supplement dated August 22, 2023, filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such any other prospectus and/or Prospectus Supplement have most recently been supplements filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is herein called hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” Any reference herein If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and then any reference herein to the terms term “amendRegistration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of October 5, 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with Wxxxx Fargo Bank, National Association dated as of October 3, 2018 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of October 5, 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of October 16, 2018 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement, and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “amendmentExchange Act”) are hereinafter referred to collectively as the “Rules and Regulations.” or “supplement” with respect All references in this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 300,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the Maximum Amount and any other limitations set forth in this Section 1 regarding the aggregate sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) of the Securities Act of 1933, as amended amended, (collectively with “Rule 462(e)”) and the rules and regulations thereunderthereunder (collectively, the “Securities Act”) 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 Securities. The Company has prepared and filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the an “Commission”) a automatic shelf registration statement statement” (as defined under Rule 405 of the Securities Act), on Form S-3 (File No. 333-181290194653), including a base prospectus, relating to covering the public offering and sale of certain securities, including the Securities to that may be issued from time to time by the CompanyCompany pursuant to this Agreement, which automatic shelf registration statement has become became effective under Rule 462(e). The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any 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 otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, 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 incorporates 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 (“Rule 430B(f)(2)”), including the exhibits and any 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 that otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus filed as part of such automatic shelf registration statement, as amended in the form in which it has been filed most recently with the Commission in accordance with this Agreement, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Base Prospectus”. Promptly after execution and delivery of this Agreement, the Company has filed or will prepare and file a prospectus supplement relating to the Securities 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 Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information424(b)”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement. Such final prospectus supplement, as supplemented amended by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have supplement filed most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statementin accordance with this Agreement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include including 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 document with the Commission deemed to be incorporated by reference thereintherein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus Supplement”. The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and any such pricing supplement are first furnished to the Agent for use in connection with the offering and sale of Securities, are collectively referred to herein as the “Prospectus”. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus or the Prospectus or to any amendment or supplement thereto shall be deemed to include any the copy filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system (“XXXXXor any successor system)(“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx Xxxxx[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 200,000,000 (the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, 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 has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290333-[●]), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated July 30, 2020 (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxx[MKT NAME], for use by Xxxxxxx Xxxxx[MKT NAME], 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 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 under the Securities Act (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, 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 AgreementThe Transaction Entities have also entered into separate equity distribution agreements (collectively, the following terms have “Alternative Distribution Agreements”), dated as of even date herewith, with [●], [●], [●] and [●] (collectively, the respective meanings set forth below:“Alternative Agents” and together with [MKT NAME], 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 Operating Partnership 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 or to Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), ) having an aggregate offering price of up to $75,000,000 120,000,000 (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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxxxx Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Transaction Entities hereby reserve 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) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290161751), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, 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, 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(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 via XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, which hereby expressly excludes any copy filed via XXXXX). The Company has also entered into separate equity distribution agreements (each an “Alternative Distribution Agreement” and collectively, the Commission’s Electronic Data Gathering“Alternative Distribution Agreements”), Analysis dated as of even date herewith, with each of UBS Securities LLC and Retrieval system Xxxxx Fargo Securities, LLC (each an “XXXXXAlternative Manager” and collectively, the “Alternative Managers”). As used in The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement, Agreement and the following terms have Alternative Distribution Agreements shall not exceed the respective meanings set forth below:Maximum Amount.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 750,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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)238729) on May 27, 2020, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager copies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”); 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 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 Company and the Operating Partnership 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 Xxxxxxx Xxxxxor to JPMorgan, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that JPMorgan 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 JPMorgan 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and JPMorgan shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx JPMorgan will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and automatically declared effective on the date it was filed, although nothing in this Agreement shall be construed as requiring the Company to issue the Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with JPMorgan, the “Agents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. The Company has filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filed, in accordance with and the provisions of rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-181290199677), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxJPMorgan, for use by Xxxxxxx XxxxxJPMorgan, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an a maximum aggregate offering sales price of up to $75,000,000 100.0 million (the “Securities”); provided, however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Securities that would (i) exceed the number or dollar amount of shares of Common Stock registered on an effective registration statement pursuant to which the offering is being made, (ii) exceed the number of authorized but unissued shares of Common Stock under the Company’s organizational documents, (iii) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (i), (ii), (iii), and (iv), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. 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 (the “Commission”) a an automatic shelf registration statement of well-known seasoned issuers on Form S-3 (File No. 333-181290258589), including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on August 6, 2021. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe 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 when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXXEXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, ordinary shares of the Company (the “Securities”) of the Company’s common stock), par value $0.01 per share (the “Common StockOrdinary Shares”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering price is being made, (b) exceed the number of up authorized but unissued Ordinary Shares less any Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized share capital, (c) exceed the number or dollar amount of Ordinary Shares permitted to $75,000,000 be sold under Form F-3 or Form S-3, as applicable (including General Instruction I.B.5 of Form F-3 or General Instruction I.B.6 of Form S-3, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with which will be declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue the Securities. The aggregate dollar amount of Securities that may be sold pursuant to the Agreement shall not exceed $40,000,000; provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices for) such number or dollar amount of Securities that would exceed the Maximum Amount. The Company has filed or will 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 shelf registration statement on Form S-3 (File No. 333-181290)F-3 or Form S-3, as applicable, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockstock (the “Common Stock”), par value $0.01 per share (the “Common StockShares”), having an aggregate provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of April 16, 2021, included in accordance with the provisions Registration Statement at the time it became effective on April 19, 2021 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated April 30, 2021 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of August 26, 2003 (“Investment Advisory Agreement”), (ii) a custody agreement with The Bank of New York Mellon dated as of August 29, 2003 (the “Custody Agreement”), (iii) an administration agreement with The Bank of New York Mellon dated as of November 1, 2003 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with BNY Mellon Investment Servicing (US) Inc. dated as of August 29, 2003 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment and cash purchase plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate par value $0.001 per share, or (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,” together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-272168 and 811-23384), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). 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 securitiesas amended, including the Securities to be issued from exhibits and schedules thereto, at the 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act, and all documents filed as part thereof incorporated or deemed to be incorporated therein by reference thereinpursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of [●], 2023, included in the Registration Statement at the time it became effective on [●], 2023 (including any information contained the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in a Prospectus (the form in which it was distributed, is hereinafter referred to as defined below) subsequently the “Base Prospectus”; the prospectus supplement dated [●], 2023 filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such any other prospectus and/or Prospectus Supplement have most recently been supplements filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is herein called hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” Any reference herein If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and then any reference herein to the terms term “amendRegistration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of October 5, 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with Wxxxx Fargo Bank, National Association dated as of October 3, 2018 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of October 5, 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of October 16, 2018 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “amendmentExchange Act”) are hereinafter referred to collectively as the “Rules and Regulations.” or “supplement” with respect All references in this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXXEXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, principal shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 250,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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)218476) on June 2, 2017, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe Manager copies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”); 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 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 Company and the 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 Xxxxxxx Xxxxxthe Manager, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 200,000,000 (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 price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the 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 regulations of the Securities and Exchange Commission (the “Commission”) thereunder, the “Securities Act”). 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. 333-181290201420), as amended on March 5, 2015, 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 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 Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Manager, for use by Xxxxxxx Xxxxxthe 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 became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under of the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectusprospectus included in the Registration Statement, 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(b) under of the Securities Act 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 Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 (“XXXXXEXXXX”). As used 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 AgreementAgreement to the Operating Partnership, and in exchange therefor, at each Settlement Date (as defined in Section 6(b)), the following terms Operating Partnership will issue to the Company units of limited partnership interest in the Operating Partnership (“OP Units”). The Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the respective meanings set forth below:“Alternative Distribution Agreements”), dated as of even date herewith, with [ ], [ ], [ ], [ ], [ ] and [ ] (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 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 Xxxxxxx Xxxxx[ ], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 200,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx [ ] 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290188465), 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 became effective upon filing under Rule 462(e) of 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 thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx XxxxxX.X. Xxxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 0.001 per share (the “Common Stock”), ) having an aggregate offering price of up to $75,000,000 (the “Maximum Amount”). The Company agrees that if it determines that X.X. Xxxxxx 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 X.X. Xxxxxx 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 market value of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and X.X. Xxxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx X.X. Xxxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company hereby reserves the right to issue and sell securities other than through or to X.X. Xxxxxx 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290156050), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxX.X. Xxxxxx, for use by Xxxxxxx XxxxxX.X. Xxxxxx, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXXAlternative Distribution Agreements”). As used in this Agreement, dated as of even date herewith, with each of Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxx Fargo Securities, LLC and Xxxxxx Xxxxxx & Company, Inc. (each an “Alternative Manager” and collectively, the following terms have the respective meanings set forth below:“Alternative Managers”).

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, having however, that in no event shall the Company issue or sell through the Placement Agent such number or aggregate gross proceeds amount of Securities, together with all sales of Securities under any Alternative Equity Distribution Agreement (as defined below), that would exceed (a) 4,000,000 shares, (b) the number of authorized but unissued shares of Common Stock plus the number of treasury shares of Common Stock then held by the Company or (c) an aggregate offering price of up to $75,000,000 50,000,000 in gross proceeds (the lesser of (a), (b) or (c), the “Maximum Amount”). Where the context requires, the term “Securities” as used herein shall include the definition of the same under any Alternative Equity Distribution Agreement. This Agreement supersedes and replaces the Equity Distribution Agreement, dated as of September 3, 2021, between the Company and the Placement Agent. For the avoidance of doubt, the Maximum Amount (i) shall be calculated based on all sales of Securities sold pursuant to this Agreement and the Alternative Equity Distribution Agreements together with any separate underwriting or similar agreement covering principal transactions described herein or therein and (ii) shall be reduced by the 38,880 Securities sold for an aggregate of $512,931 in gross proceeds under the prior equity distribution agreements dated as of September 3, 2021. 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 the number and aggregate sale price of the Securities sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. 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 containing the terms and conditions of 1933such sale (each, as amended a “Terms Agreement”). Other than with respect to a Placement that is made pursuant to the procedures set forth in Section 2 of this Agreement, it is expressly acknowledged and agreed that neither the Company nor the Placement Agent will have any obligation whatsoever with respect to any Securities unless and until the Company and the Placement Agent have entered into a Terms Agreement. The Company has also entered into a separate equity distribution agreement (collectively such agreement, collectively, together with any other equity distribution agreement with respect to the rules Securities into which the Company may enter into with Alternative Placement Agents (defined below), each an “Alternative Equity Distribution Agreement,” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), dated as of even date herewith, with [ALTERNATE BANK NAME] (and, as applicable, its respective affiliates) (in its capacity as agent and/or principal thereunder, collectively, together with any other placement agent with which the Company may enter into an equity distribution agreement with respect to the Securities, each, an “Alternative Placement Agent,” and collectively, the “Alternative Placement Agents”), for the issuance and sale of Securities from time to time through the Alternative Placement Agent on the terms set forth in such Alternative Equity Distribution Agreement. With respect to any offer to sell Securities pursuant to this Agreement and any Alternative Equity Distribution Agreement, the Company agrees that any offer to sell Securities, any solicitation of an offer to buy Securities and any sales of Securities shall only be effected by or through the Placement Agent or an Alternative Placement Agent designated by the Company in the Placement Notice (the “Designated Agent”) for the period specified in such Placement Notice, and, unless otherwise agreed upon by the Company, the Placement Agent and each Alternative Placement Agent, the Company shall in no event request that more than one agent, whether it be the Placement Agent or any Alternative Placement Agent, serve as the Designated Agent on the same day. 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 (the “Commission”) a shelf registration statement on Form S-3 S-3, as amended (File No. 333-181290258971), including a base prospectus, relating to certain securities, including the Securities to be issued offered for sale 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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 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’s Electronic Data Gathering, Analysis and Retrieval system (“) shall be deemed to include the copy thereof filed with the Commission pursuant to 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 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 it may issue and sell through Xxxxxxx Xxxxxor to the Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price amount of up to $75,000,000 25,000,000. Notwithstanding anything to the contrary contained herein, except as set forth in a Placement Notice (as defined below), the “Maximum Amount”)parties hereto agree that compliance with the limitations set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue its Common Stock or any other securities under this Agreement, through the Placement Agent or pursuant to the Registration Statement. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290235887), including a base prospectus, prospectus relating to certain securities, including the Securities 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe 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 amended, when it became effective, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 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 430B Information”)415(a)(5) of the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by referencereference 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(b) under the Securities Act Act, together with the then issued Issuer Free Writing Prospectus(es) (as defined below), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references Any reference herein to financial statements and schedules and other information that is “contained,” “included” or “stated” in 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx XxxxxDBSI, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), 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 March 22, 2017 (the “Alternative Equity Distribution Agreement”) between the Company and Barclays Capital Inc. (the “Alternative Manager”)) of up to $75,000,000 100,000,000 (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 sales price of the Securities issued and sold under this Agreement and the Alternative Equity Distribution Agreement shall be the sole responsibility of the Company, and DBSI shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx DBSI will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) under the Securities Act of 1933, as amended (collectively with amended, although nothing in this Agreement shall be construed as requiring the rules and regulations thereunder, Company to use the “Securities Act”)Registration Statement to issue the Securities. 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290216355), including a base prospectus, relating to certain securities, including the Securities 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxDBSI, for use by Xxxxxxx XxxxxDBSI, by email or other electronic transmission, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, 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 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(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” ”. The base prospectus, including all documents incorporated therein or deemed to be incorporated by referencereference 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(b) under the Securities Act Act, is herein called the “Prospectus.” ”. Any reference herein to the Registration Statement, Statement or the Prospectus or any amendment or supplement thereto 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 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 document with the Commission deemed to be 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 Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx XxxxxPlacement Agents, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 0.001 per share (the “Common Stock”), having an aggregate or (ii) 7.75% Series B Term Preferred Stock due 2026, par value $0.001 per share (the “Series B Preferred Stock”, together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through Placement Agents such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock or Series B Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Placement Agents will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-218611 and 811-22974), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of June 8, 2017, included in accordance with the provisions Registration Statement at the time it became effective on June 14, 2017 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated November 22, 2019 filed 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 pursuant to certain securities, including the Securities to be issued from time to time by the Company, which shelf registration statement has become effective Rule 497 under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will file in accordance an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an amended and restated investment advisory agreement with the provisions Investment Adviser dated as of May 16, 2017 (“Investment Advisory Agreement”), (ii) a custody agreement with Xxxxx Fargo Bank, National Association dated as of July 20, 2016 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of June 6, 2014 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of September 16, 2014 (as amended, the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating ) are hereinafter referred to the Securities to the base prospectus included collectively as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, Rules and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration StatementRegulations.” The base prospectus, including all documents incorporated therein by reference, included All references in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the Company and the 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 Xxxxxxx Xxxxx[ ], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 150,000,000 (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx [ ] 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 (File No. 333-181290188465), 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 became effective upon filing under Rule 462(e) of 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 thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Company and the Operating Partnership Company 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 Xxxxxxx Xxxxxthe Agents, acting as agent agents and/or principalprincipals, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 the (the “Maximum Amount”). The issuance and sale of the Securities through Xxxxxxx Xxxxx the Agents 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 regulations thereunder, the “Securities Act”). 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. 333-181290212049), including a base prospectus, relating to covering the registration of the offer and sale of certain securities, including the Securities to be issued from time to time by the Company, which shelf Company under the Securities Act. Such registration statement has become been declared 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Agents, for use by Xxxxxxx Xxxxxthe Agents, 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 by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Company and the Operating Partnership 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 Xxxxxxx Xxxxxor to KeyBanc, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc 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 KeyBanc 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx KeyBanc will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of 1933even date herewith, as amended with Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (collectively each, an “Alternative Agent” and together with the rules and regulations thereunderKeyBanc, the “Securities ActAgents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290178792), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxKeyBanc, for use by Xxxxxxx XxxxxKeyBanc, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agents, acting as agent agents and/or principalprincipals, up to 16,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Placement Agents such number or dollar amount of Securities that would (i) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made, (ii) exceed the number of up authorized but unissued shares of Common Stock under the Company’s charter, (iii) exceed the number or dollar amount of shares of Common Stock permitted to $75,000,000 be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable) or (iv) exceed the “Maximum Amount”number or dollar amount of shares of Common Stock for which the Company has filed a Prospectus Supplement (as defined 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agents shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agents will be effected pursuant to the Registration Statement filed by the Company 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 offer, sell or issue the Securities. Pursuant to the Second Amended and Restated Agreement of Limited Partnership (the “OP Agreement”) of the Operating Partnership, upon receipt of the net proceeds of the sale of any and all Securities on each Settlement Date (as defined below), the Company will contribute such net proceeds to the Operating Partnership in exchange for a number of common units of partnership interest in the Operating Partnership (the “OP Units”) that was filed by is equivalent to the Company under the number of Securities Act of 1933, as amended sold hereunder (collectively with the rules and regulations thereunder, the “Securities ActCompany OP Units”). 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 (the “Commission”) a an automatic shelf registration statement of well-known seasoned issuers on Form S-3 (File No. 333-181290262861), including a base prospectus, relating to certain securitiesto, among other securities of the Company, the Common Stock, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Registration Statement became automatically effective upon filing with the Commission on February 18, 2022, and Post-Effective Amendment No. 1 thereto filed with the Commission on February 14, 2023, under the Securities Act, which includes the Company’s base prospectus, dated February 14, 2023. The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxeach Placement Agent, for use by Xxxxxxx Xxxxxsuch 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 when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under or 462(b) of the Securities Act (Act, or any substitute registration statement that may be filed to continue the “Rule 430B Information”)registration of the Securities when it becomes effective, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein 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 the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (as defined below) (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below:Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX. Unless otherwise specified, a reference to a “rule” in this Agreement is to the indicated rule under the Securities Act.

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx Xxxxx[MKT NAME], acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 500,000,000 (the “Maximum Amount”). The Company agrees that if it determines that [MKT NAME] 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 [MKT NAME] 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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and [MKT NAME] shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx [MKT NAME] will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, 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 has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290277426), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated February 28, 2024 (as may be amended from time to time, the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxx[MKT NAME], for use by Xxxxxxx Xxxxx[MKT NAME], 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 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 under the Securities Act (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, 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 AgreementThe Transaction Entities have also entered into separate equity distribution agreements (collectively, the following terms have “Alternative Distribution Agreements”), dated as of even date herewith, with [•], [•], [•], and [•] (collectively, the respective meanings set forth below:“Alternative Agents” and together with [MKT NAME], 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 has authorized and proposes to issue and sell, in the Company and the Operating Partnership agrees that, from time to time during the term of manner contemplated by this Agreement, on the terms and subject to the conditions set forth herein, the Company may issue and sell through Xxxxxxx Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), ) having an aggregate offering price Sales Price (as defined below) of up to $75,000,000 200,000,000 (as it may be amended from time to time pursuant to Section 9(c) hereof, the “Maximum Amount”” ), upon the terms and subject to the conditions contained herein. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company which became effective 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 of 1933(as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to an Agent, as amended principal (collectively with the rules and regulations thereunder, the a “Securities ActPrincipal Transaction”), it will enter into a separate written agreement with such Agent (each, a “Terms Agreement”), in substantially the form of Exhibit H hereto, 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 (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3, as amended (File No. 333-181290258792) (the “Original Registration Statement”), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Original Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 SecuritiesOriginal Registration Statement. 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, in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement thereof pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” Act. The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Securities, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement prospectus supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). 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. 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 XXXXX. The Agents have been appointed by the Company as its agents to sell the Securities and agree to use commercially reasonable efforts consistent with their normal trading and sales practices to sell the Securities offered by the Company upon the terms and subject to the conditions contained herein. The Company reserves the right to appoint additional Agents to act as sales agents and/or principals, severally and not jointly, for the Securities. Any such additional Agent shall become a party to this Agreement and shall thereafter be subject to the provisions hereof and entitled to the benefits hereunder as an Agent upon the execution of a joinder letter substantially in the form attached hereto as Annex A, or such other form of acknowledgement acceptable to the Company, and delivery to the Company of addresses for notice hereunder. After the time an additional Agent is appointed, the Company shall deliver or cause to be delivered to such additional Agent copies of the documents delivered to the other Agents under Sections 7(o), 7(p), 7(q), 9(a)(5), 9(a)(7) and 9(a)(8). The aggregate Sales Price of the Securities that may be sold pursuant to this Agreement and any Terms Agreements shall not exceed 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 Sales Price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and none of the Agents shall have any obligation in connection with such compliance. As used in this Agreement, the following terms have the respective meanings set forth below:

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx Xxxxxor to Merrill, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that Merrill 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 Merrill 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Merrill shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Merrill will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of 1933even date herewith, as amended with KeyBanc Capital Markets Inc., Citigroup Global Markets Inc., Xxxxx Fargo Securities, LLC and Xxxxxxx Xxxxx & Associates, Inc. (collectively each, an “Alternative Agent” and together with the rules and regulations thereunderMerrill, the “Securities ActAgents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290178792), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxMerrill, for use by Xxxxxxx XxxxxMerrill, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx or to Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 50,000,000 (the “Maximum Amount”). The Company agrees that if it determines that 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 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act 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 Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of 1933even date herewith, as amended with KeyBanc Capital Markets, Inc., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx Xxxxx & Associates, Inc. (collectively each, an “Alternative Agent” and together with the rules and regulations thereunderXxxxx , the “Securities ActAgents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. 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 (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290178792), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via 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 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 it may issue and sell through Xxxxxxx Xxxxxeither of the Placement Agents, acting as agent and/or principal, up to 8,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an aggregate offering price 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 on the number of up to $75,000,000 (the “Maximum Amount”)Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Placement Agents shall have any obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290226128), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agents, for use by Xxxxxxx Xxxxxthe Placement 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 effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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:the

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx or to Xxxxx, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that 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 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Xxxxx shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and automatically declared effective on the date it was filed, although nothing in this Agreement shall be construed as requiring the Company to issue the Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with Xxxxx, the “Agents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. The Company has filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filed, in accordance with and the provisions of rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-181290199677), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx XxxxxBarclays, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, $0.01 par value $0.01 per share (the “Common StockShares”), having an aggregate offering price of up to $75,000,000 30,000,000.00 (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 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 Barclays shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Barclays will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), 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 19341933, as amended, and the rules and regulations thereunder (collectively, the “Exchange Securities Act”), with the Commission a registration statement on Form N-2 (File No. 333-183605), 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 Securities Shares (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxBarclays, for use by Xxxxxxx XxxxxBarclays, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the SecuritiesShares. Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference thereinthereof, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) 497 under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under 430C of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) 497 under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. 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 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:EXXXX.

Description of Securities. Each of the Company and the Operating Partnership 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 Xxxxxxx Xxxxxor to KeyBanc, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stockshares of beneficial interest, par value $0.01 per share (the “Common StockShares”), ) having an aggregate offering price of up to $75,000,000 250,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc 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 KeyBanc 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 aggregate offering price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KeyBanc shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx KeyBanc will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and automatically declared effective on the date it was filed, although nothing in this Agreement shall be construed as requiring the Company to issue the Securities. The Transaction Entities have also entered into equity distribution agreements (the “Alternative Equity Distribution Agreements”), dated as of even date herewith, with Citigroup Global Markets Inc., X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxx Fargo Securities, LLC (each, an “Alternative Agent” and together with KeyBanc, the “Agents”). The aggregate gross sales price of the Securities that may be sold pursuant to this Agreement and the Alternative Equity 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 subject to the notice provision contained in Section 7(k) herein. The Company has filed within three years of the date of this Agreement, in accordance with the provisions of the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filed, in accordance with and the provisions of rules and regulations thereunder (the “Securities ActAct Regulations”), with the Securities and Exchange Commission (the “Commission”) a an “automatic shelf registration statement statement,” as defined under Rule 405 under the Securities Act, on Form S-3 (File No. 333-181290199677), 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 1934, as amendedamended (the “Exchange Act”), and the rules and regulations thereunder (collectively, the “Exchange ActAct Regulations”). The Company has prepared a prospectus supplement to the base prospectus specifically relating to the Securities to (the base prospectus “Prospectus Supplement”) included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxKeyBanc, for use by Xxxxxxx XxxxxKeyBanc, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act Regulations or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Regulations, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act Regulations is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Gatheringvia XXXXX (other than in connection with any opinion given by counsel in Section 7 hereof, Analysis and Retrieval system (“which hereby expressly excludes any copy filed via XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:.

Description of Securities. Each of the Company Company, the Investment Adviser and the Operating Partnership Administrator 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 Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares (the “Securities”) of the Company’s (i) common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate par value $0.001 per share, or (ii) 5.00% Series A Term Preferred Stock due 2026, par value $0.001 per share (the “Series A Preferred Stock,” together with the Common Stock, the “Shares”), provided however, that in no event shall the Company issue or sell through the Placement Agent such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock or Series A Preferred Stock, as applicable (each of (a) and (b), as applicable, (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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was 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 with the Commission a shelf registration statement on Form N-2 (File Nos. 333-[●] and 811-[●]), including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). 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 securitiesas amended, including the Securities to be issued from exhibits and schedules thereto, at the 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). 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 the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430C under the Securities Act, and all documents filed as part thereof incorporated or deemed to be incorporated therein by reference thereinpursuant to the final rule and form amendments adopted by the Commission to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act (“CEF Act”), is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of [●], 2023, included in the Registration Statement at the time it became effective on [●], 2023 (including any information contained the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430C under the Securities Act), in a Prospectus (the form in which it was distributed, is hereinafter referred to as defined below) subsequently the “Base Prospectus”; the prospectus supplement dated [●], 2023 filed with the Commission pursuant to Rule 424(b) under the Securities Act Act, or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form in which such any other prospectus and/or Prospectus Supplement have most recently been supplements filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and all documents incorporated or deemed to be incorporated therein by reference, and to be used to confirm sales is herein called hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” Any reference herein If the Company has filed an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and then any reference herein to the terms term “amendRegistration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory agreement with the Investment Adviser dated as of October 5, 2018 (“Investment Advisory Agreement”), (ii) a custody agreement with Xxxxx Fargo Bank, National Association dated as of October 3, 2018 (the “Custody Agreement”), (iii) an administration agreement with the Administrator dated as of October 5, 2018 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of October 16, 2018 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custodian Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of shares of Common Stock shall have their distributions automatically reinvested in additional shares of Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”) and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended (the “amendmentExchange Act”) are hereinafter referred to collectively as the “Rules and Regulations.” or “supplement” with respect All references in this Agreement to the Registration Statement and the Prospectus, or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus amendments or supplements to any amendment or supplement thereto of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to the Commission’s its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxor to KeyBanc Capital Markets, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering gross sales price of up to $75,000,000 150,000,000 (the “Maximum Amount”). The Company agrees that if it determines that KeyBanc 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 KeyBanc Capital Markets 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 gross sales price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and KeyBanc Capital Markets shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx KeyBanc Capital Markets will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), 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 of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290179411), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxKeyBanc Capital Markets, for use by Xxxxxxx XxxxxKeyBanc 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 registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 Transaction Entities have also entered into three separate equity distribution agreements (each, an “Alternative Distribution Agreement”), each dated as of the Commission’s Electronic Data Gatheringdate hereof, Analysis with RBC Capital Markets, LLC, Xxxxxxxxx LLC and Retrieval system Xxxxx Fargo Securities, LLC, respectively (each, an “XXXXXAlternative Placement Agent”). As used 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. Whenever the Company determines to sell the Securities directly to an Alternative Placement Agent as principal, it will enter into a separate underwriting or similar agreement in this Agreement, form and substance satisfactory to both the following terms have Company and the respective meanings set forth below:Alternative Placement Agent covering such purchase.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, up to $20,000,000 of the Company’s ordinary shares (the “Securities”) of the Company’s common stock), par value $NIS 0.01 per share (the “Common StockOrdinary Shares”); provided, having an aggregate however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of Ordinary Shares registered on the effective Registration Statement (defined below) pursuant to which the offering price is being made, (b) exceed the number of up authorized but unissued Ordinary Shares less any Ordinary Shares issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized share capital, (c) exceed the number or dollar amount of Ordinary Shares permitted to $75,000,000 be sold under Form F-3 (including General Instruction I.B.5 thereof, if applicable) or (d) exceed the number or dollar amount of Ordinary Shares for which the Company has filed a Prospectus Supplement (defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to offer, sell or issue the Securities. The Company has also entered into an equity distribution agreement (the “Other Equity Distribution Agreement”) of even date herewith with JMP Securities LLC (the “Alternative Agent”) for the issuance and sale from time to time to or through the Alternative Agent of the Securities on the terms to be set forth in the Other Equity Distribution Agreement. The Placement Agent and the Alternative Agent are collectively referred to herein as the “Agents.” This Agreement and the Other Agreement are collectively referred to herein as the “Equity Distribution Agreements.” The aggregate dollar amount of Securities that may be sold pursuant to the Equity Distribution Agreements shall not exceed $20,000,000; provided, however, that in no event shall the Company issue or sell through the Agents (including issue Placement Notices for) such number or dollar amount of Securities that would 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 Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 F-3 (File No. 333-181290207250), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 Operating Partnership Investment 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 Xxxxxxx XxxxxVirtu, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 per share stock (the “Common Stock”), having an aggregate par value $0.001 per share (the “Shares”), provided however, that in no event shall the Company issue or sell through Virtu such number or dollar amount of Shares that (a) exceeds the number or dollar amount of Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering price is being made or (b) exceeds the number of up to $75,000,000 authorized but unissued shares of Common Stock (each of (a) and (b), as applicable, 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 amount of Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and Virtu shall have no obligation in connection with such compliance. The issuance and sale of the Securities Shares through Xxxxxxx Xxxxx Virtu will be effected pursuant to the Registration Statement (as defined below) that was 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 or shall file with the Commission a shelf registration statement on Form N-2, including the base prospectus or prospectuses, covering the registration of the Shares under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”). The Company has filedregistration statement as amended, including the exhibits and schedules thereto, at the time it became effective, including the information, if any, deemed to be part of the registration statement at the time of its effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act is hereinafter referred to as the “Registration Statement”; the prospectus, dated as of May 25, 2022, included in accordance with the provisions Registration Statement at the time it became effective on May 25, 2022 (including the information, if any, deemed to be part of the Registration Statement at the time of effectiveness pursuant to Rule 430B or Rule 430C (as applicable) under the Securities Act), in the form in which it was distributed, is hereinafter referred to as the “Base Prospectus”; the prospectus supplement dated June 1, 2022 filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290)pursuant to Rule 424, 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 as applicable under the Securities Act and which incorporates by reference documents that to be used to confirm sales is hereinafter referred to, together with the Base Prospectus, as the “Prospectus.” If the Company has filed or will if the Company shall file in accordance with the provisions Commission an abbreviated registration statement to register additional Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement. The Company has entered into (i) an investment advisory and management agreement with the Investment Adviser dated as of February 15, 2013 (“Investment Advisory Agreement”), (ii) a custody agreement with U.S. Bank National Association dated as of March 1, 2019 (the “Custody Agreement”), (iii) a fund administration servicing agreement with U.S. Bancorp Fund Services, LLC dated as of March 1, 2019 (the “Administration Agreement”), and (iv) a transfer agency and registrar services agreement with American Stock Transfer & Trust Company, LLC dated as of March 1, 2019 (the “Transfer Agency Agreement”). Collectively, the Investment Advisory Agreement, the Custody Agreement, the Administration Agreement and the Transfer Agency Agreement are herein referred to as the “Company Agreements.” In addition, the Company has adopted a dividend reinvestment plan (the “Dividend Reinvestment Plan”) pursuant to which holders of Common Stock shall have their distributions automatically reinvested in additional Common Stock unless such holders elect to receive such distributions in cash. The Investment Company Act of 1940, as amended (the “Investment Company Act”), and the Securities Act are hereinafter referred to collectively as the “Acts,” and the rules and regulations of the Commission under the Acts and under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder amended (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating , are hereinafter referred to collectively as the “Rules and Regulations.” All references in this Agreement to the Securities Registration Statement and the Prospectus, or any amendments or supplements to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxx, for use by Xxxxxxx Xxxxx, copies any of the prospectus included as part of such registration statement, as supplemented by foregoing shall be deemed to include 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 applicable copy thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”), is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 its Electronic Data Gathering, Analysis and Retrieval system System (“XXXXX”). As used in this Agreement, the following terms have the respective meanings set forth below:) system.

Description of Securities. Each of the The Company and the 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 it may issue and sell through Xxxxxxx XxxxxBNYMCM, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and BNYMCM shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx BNYMCM will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to BNYMCM as principal it will enter into a separate written agreement containing the terms and conditions of 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Xxxxxxx Sachs & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with BNYMCM, 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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290224135), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxBNYMCM, for use by Xxxxxxx XxxxxBNYMCM, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx XxxxxCitigroup, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 250,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Citigroup shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Citigroup will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. The Company agrees that whenever it determines to sell Securities directly to Citigroup as principal it will enter into a separate written agreement containing the terms and conditions of 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with Xxxxx Fargo Securities, LLC, BNY Mellon Capital Markets, LLC, Capital One Securities, Inc., Xxxxxxx Xxxxx & Co. LLC, X.X. Xxxxxx Securities LLC, KeyBanc Capital Markets Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290224135), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxCitigroup, for use by Xxxxxxx XxxxxCitigroup, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx Xxxxxthe Placement Agent, acting as agent and/or principal, shares of common stock of the Company (the “Securities”) of the Company’s common stock), par value $0.01 0.001 per share (the “Common Stock”) provided, however, that in no event shall the Company issue or sell through the Placement Agent (including issue Placement Notices (as defined below) for) such number or dollar amount of the Securities that would (a) exceed the number or dollar amount of shares of Common Stock registered on the effective Registration Statement (defined below) pursuant to which the offering is being made, (b) exceed the number of authorized but unissued shares of Common Stock less any shares of Common Stock issuable upon the exercise, conversion or exchange of any outstanding equity securities of the Company or otherwise reserved from the Company’s authorized capital stock, (c) exceed the number or dollar amount of shares of Common Stock permitted to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable), having an aggregate offering price or (d) exceed the number or dollar amount of up to $75,000,000 shares of Common Stock for which the Company has filed a Prospectus (as defined below) (the lesser of (a), (b), (c) and (d), 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 on the number of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Placement Agent shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agent 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 regulations thereunder, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with 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 Securities. The Company has filed or will 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 shelf registration statement on Form S-3 (File No. 333-181290)S-3, 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus or a prospectus supplement specifically relating to the Securities to the base prospectus included as part of such registration statement specifically relating to the Securities (the “Prospectus Supplement”). The Company will furnish to Xxxxxxx Xxxxxthe Placement Agent, for use by Xxxxxxx Xxxxxthe Placement Agent, copies of the prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Securities. The Company may file one or more additional registration statements from time to time that will contain a base prospectus and related prospectus or prospectus supplement (which shall be a Prospectus Supplement) with respect to the Placement Securities (as defined below). Except where the context otherwise requires, such registration statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. Any reference herein to the Registration Statement, any Rule 462(b) Registration Statement (as defined below), 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses (as defined below) that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 Xxxxxxx XxxxxRBS, acting as agent and/or principal, shares (the “Securities”) of the Company’s common stock, par value $0.01 .01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 125,000,000 (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 Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and RBS shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx RBS will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company and became effective upon filing under Rule 462(e) (“Rule 462(e)”) under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, 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 has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290181242), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities dated September 6, 2012 (the “Prospectus Supplement”) to the base prospectus included as part of such automatic shelf registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxRBS, for use by Xxxxxxx XxxxxRBS, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 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 under the Securities Act (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, 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(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 AgreementThe Company and the Operating Partnership have also entered into separate equity distribution agreements (collectively, the following terms have “Alternative Distribution Agreements”), dated as of even date herewith, with RBC Capital Markets, LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxx Fargo Securities, LLC (collectively, the respective meanings set forth below:“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. The Company and the Operating Partnership hereby reserve the right to issue and sell securities other than through or to the RBS and any Alternative Manager 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 The Company and the 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 it may issue and sell through Xxxxxxx Xxxxxeither of the Placement Agents, acting as agent and/or principal, up to 20,000,000 shares (the “Securities”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Notwithstanding anything to the contrary contained herein, having an aggregate offering price 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 on the number of up to $75,000,000 (the “Maximum Amount”)Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and neither of the Placement Agents shall have any obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx the Placement Agents will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to offer, sell or issue the Securities. 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 (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290180791), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx Xxxxxthe Placement Agents, for use by Xxxxxxx Xxxxxthe Placement 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 effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under of the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be incorporated by reference therein. For purposes Any reference herein 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 this Agreementlike 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, all references as the case may be. 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”). As used ; all references in this AgreementAgreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the following terms have Securities Act, are not required to be filed with the respective meanings set forth below: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 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 it may issue and sell through Xxxxxxx XxxxxRBC, acting as agent and/or principal, shares (the “Securities”) Common Shares of the Company’s common stockBeneficial Interest, par value $0.01 per share (the “Common Stock”), having an aggregate offering sale price of up to $75,000,000 200,000,000 (such Common Shares, the “Securities”, and such maximum amount, 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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and RBC shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx RBC will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under with the Securities Act and Exchange Commission (the “Commission”), which became effective upon filing, although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Securities. 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 1933such sale. The Company has also entered into separate equity distribution agreements with respect to the Securities (each, as amended (collectively with the rules an “Alternative Equity Distribution Agreement” and regulations thereundercollectively, the “Securities ActAlternative Equity Distribution Agreements”), each dated as of the date hereof, with BNY Mellon Capital Markets, LLC, Citigroup Global Markets Inc., and Xxxxx Fargo Securities, LLC (each, an “Alternative Placement Agent” and collectively, the “Alternative Placement Agents”, and, together with RBC, 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, with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-181290204623), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxRBC, for use by Xxxxxxx XxxxxRBC, 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 requiresThe “Registration Statement”, as of any time, means 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 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(b) 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 Act (“Rule 430B”); provided, 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 Information”), is herein called the “Registration Statement.” 430B. The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 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 it may issue and sell through Xxxxxxx XxxxxJefferies, acting as agent and/or principal, shares of beneficial interest of the Company (the “Securities”) of the Company’s classified as common stock, par value $0.01 0.0001 per share (the “Common StockShares”), having an aggregate offering sale price of up to $75,000,000 100,000,000 (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 sale price of the Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and Jefferies shall have no obligation in connection with such compliance. The issuance and sale of the Securities through Xxxxxxx Xxxxx Jefferies will be effected pursuant to the Registration Statement (as defined below) that was filed by the Company under and declared effective by the Securities Act of 1933, as amended and Exchange Commission (collectively with the rules and regulations thereunder, the “Securities ActCommission”), 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 of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3 S-3ASR (File No. 333-181290183645), 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 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement specifically relating to the Securities (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement (the “Prospectus Supplement”)statement. The Company will furnish to Xxxxxxx XxxxxJefferies, for use by Xxxxxxx XxxxxJefferies, 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 or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”)Act, is herein called the “Registration Statement.” The 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 and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus 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 document with the Commission deemed to be 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 System (“XXXXXEXXXX”), as supplemented by its Interactive Data Electronic Applications system. As used in this The Company and the Operating Partnerships have also entered into a separate equity distribution agreement (the “Alternative Distribution Agreement”), dated as of even date herewith, with KeyBanc Capital Markets Inc. (the following terms have the respective meanings set forth below:“Alternative Manager”).