Common use of Entire Agreement; Amendment; Severability Clause in Contracts

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership and Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Partnership, the Agent and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND THE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-NON- EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.26

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership and Agentthe Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVES(ON ITS BEHALF AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT ON BEHALF OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.ITS STOCKHOLDERS AND

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, Company and the Operating Partnership and Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY AND THE OPERATING PARTNERSHIP AND AGENT EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.ANY

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18Exhibit 1.5 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: FIFTH THIRD SECURITIES INC., as Sales Agent By: /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Director, ECM EXHIBIT A FORM OF JURY TRIALPLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION Exhibit 1.5 EXHIBIT D-1 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [Omitted] Exhibit 1.5 EXHIBIT D-2 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLP [Omitted] Exhibit 1.5 EXHIBIT E

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President, Corporate Counsel and Secretary CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: BARCLAYS CAPITAL INC., as Sales Agent and Forward Seller By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director BARCLAYS BANK PLC, as Forward Purchaser By: /s/ Xxxxxxxx Xxxxxxxxxx Name: Xxxxxxxx Xxxxxxxxxx Title: Managing Director EXHIBIT A FORM OF JURY TRIALPLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated August [●], 2021, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Telephone Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION XXXXXXX X-0 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [omitted] XXXXXXX X-0 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLP [omitted] EXHIBIT E

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] Exhibit 1.4 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: SCOTIA CAPITAL (USA) INC., as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxxx Title: Managing Director THE BANK OF JURY TRIALNOVA SCOTIA, as Forward Purchaser By: /s/ Xxxx Xxxxxxxxxxxxx Name: Xxxx Xxxxxxxxxxxxx Title: Managing Director EXHIBIT A FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Facsimile Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION Exhibit 1.4 EXHIBIT D-1 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [Omitted] Exhibit 1.4 EXHIBIT D-2 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLP [Omitted] Exhibit 1.4 EXHIBIT E

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] Exhibit 1.6 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: CREDIT AGRICOLE SECURITIES (USA) INC., as Sales Agent and Forward Seller By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Managing Director CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Forward Purchaser c/o CREDIT AGRICOLE SECURITIES (USA) INC., as Agent By: /s/ Xxxx-Xxxx Xxxxxx Name: Xxxx-Xxxx Xxxxxx Title: Managing Director EXHIBIT A FORM OF JURY TRIALPLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO CAPACITY IN WHICH THE NON-EXCLUSIVE JURISDICTION OF THE STATE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.ACCEPTANCES The Sales Agent Name Email Address Telephone Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] Exhibit 1.2 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer [Signature Page to Equity Distribution Agreement] CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: BOFA SECURITIES, INC., as Sales Agent and Forward Seller By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director BANK OF JURY TRIALAMERICA, N.A., as Forward Purchaser By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Managing Director EXHIBIT A FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Telephone Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION Exhibit 1.2 EXHIBIT D-1 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [Omitted] Exhibit 1.2 EXHIBIT D-2 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLP [Omitted] Exhibit 1.2 EXHIBIT E

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] Exhibit 1.3 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: XXXXXXXXX LLC, as Sales Agent and Forward Seller By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director, ECM XXXXXXXXX LLC, as Forward Purchaser By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director, ECM [Signature Page to Equity Distribution Agreement] EXHIBIT A FORM OF JURY TRIALPLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Telephone Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION Exhibit 1.3 EXHIBIT D-1 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [Omitted] Exhibit 1.3 EXHIBIT D-2 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBYLLP [Omitted] EXHIBIT E OFFICER’S CERTIFICATE The undersigned, AND HEREBY IRREVOCABLY WAIVESthe duly qualified and elected [ ] of Healthcare Realty Trust Incorporated, AND AGREES NOT TO ASSERT IN ANY SUITa Maryland corporation (the “Company”), ACTION OR PROCEEDINGdoes hereby certify on behalf of the Company pursuant to Section 8(o) of the various Equity Distribution Agreements, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURTeach dated as of February [●], THAT SUCH SUIT2020 (the “Agreements”), ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUITeach among the Company, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUITon the one hand, ACTION OR PROCEEDING BY MAILING A COPY THEREOF and respectively Xxxxxxx Sachs & Co. LLC, BofA Securities, Inc., Xxxxxxxxx LLC, Scotia Capital (CERTIFIED OR REGISTERED MAILUSA) Inc., RETURN RECEIPT REQUESTEDFifth Third Securities, Inc., and Credit Agricole Securities (USA) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.Inc., on the other hand, that to the knowledge of the undersigned:

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) ), together with that certain letter agreement between BRS and the Company dated as of the date hereof, constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Company and AgentBRS. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT BRS EACH HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Sales Agent, the Forward Seller and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18[Signature Page Follows] Exhibit 1.1 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Sales Agent, the Forward Seller, the Forward Purchaser, and the Company in accordance with its terms. GOVERNING LAW Very truly yours, HEALTHCARE REALTY TRUST INCORPORATED By: /s/ B. Xxxxxxx Xxxxxxx XX Name: B. Xxxxxxx Xxxxxxx XX Title: Senior Vice President, Finance and Treasurer CONFIRMED AND TIME; WAIVER ACCEPTED, as of the date first above written: XXXXXXX XXXXX & CO. LLC, as Sales Agent, Forward Seller and Forward Purchaser By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director EXHIBIT A FORM OF JURY TRIALPLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: Equity Distribution Agreement—Placement Notice—[Issuance/Forward] To whom it may concern: Pursuant to the terms and subject to the conditions contained in the Equity Distribution Agreement among Healthcare Realty Trust Incorporated (the “Company”) and [__________] dated February [●], 2020, I hereby request on behalf of the Company that [_______ sell up to an aggregate sales price of $_____ of the Company’s common stock, par value $0.01 per share, at a minimum price of $__________ per share, as part of an Issuance] [_______ enter into a Forward with a Maximum Forward Hedge Amount of $__________]. THIS AGREEMENT SHALL Any sales pursuant to this Placement Notice should occur between ____ and ____ [(such period, the “Forward Hedge Selling Period”)], and the aggregate sales price sold on any given day should not exceed $_____. [The term of the Forward shall be ________ months.] [ADDITIONAL SALES PARAMETERS MAY BE GOVERNED ADDED, SUCH AS SPECIFIC DATES THE SHARES MAY NOT BE SOLD ON, THE MANNER IN WHICH SALES ARE TO BE MADE BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESCURRENT AGENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE TRANSACTIONS CONTEMPLATED HEREBYCAPACITY IN WHICH THE CURRENT AGENT MAY ACT IN SELLING SHARES (AS PRINCIPAL, AGENT, OR BOTH)] [Forward Price Reduction Dates Forward Price Reduction Amounts ____________________ $________________ ____________________ $________________ Regular Dividend Amounts: For any calendar quarter ending on or prior to [December 31, 20[__]]: $[___] For any calendar quarter ending after [December 31, 20[__]]: $[___]] Exhibit 1.1 EXHIBIT B AUTHORIZED INDIVIDUALS FOR PLACEMENT NOTICES AND ACCEPTANCES The Sales Agent Name Email Address Telephone Number The Forward Seller and the Forward Purchaser Name Email Address Telephone Number Healthcare Realty Trust Incorporated Name Email Address Telephone Number EXHIBIT C COMPENSATION The Sales Agent shall be paid compensation up to two percent (2.0%) of the gross proceeds from the sales of Shares by the Sales Agent pursuant to the terms of this Agreement. 19The Forward Hedge Selling Commission Rate shall be up to two percent (2.0%). CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION Exhibit 1.1 EXHIBIT D-1 FORM OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OPINION OF NEW YORKXXXXXX XXXXXXX XXXXXX & XXXXX, BOROUGH LLP [Omitted] Exhibit 1.1 EXHIBIT D-2 FORM OF MANHATTANTAX OPINION OF XXXXXX XXXXXXX XXXXXX & XXXXX, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLP [Omitted] Exhibit 1.1 EXHIBIT E

Entire Agreement; Amendment; Severability. This Amendment and the Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes hereby constitute the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among understanding between the parties hereto with regard and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects. Neither this Amendment, the Agreement nor any term hereof or thereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Manager and Agenteach of the Agents. In the event that any one or more of the provisions contained hereinin this Amendment or the Agreement, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein or therein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained hereinherein or therein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof or thereof shall be in accordance with the intent of the parties as reflected in this Amendment or the Agreement. 18If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the parties below in accordance with its terms. GOVERNING LAW Very truly yours, AG MORTGAGE INVESTMENT TRUST, INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: General Counsel and Secretary AG REIT MANAGEMENT, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: General Counsel CONFIRMED AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVESACCEPTED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF as of the date first above written: CREDIT SUISSE SECURITIES (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTEDUSA) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership Partnership, the Agent and Agentthe Forward Purchaser. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND THE AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-NON- EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20.26

Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes contains the entire agreement between the parties respecting the matters herein set forth and supersedes all other prior and contemporaneous agreements and undertakingsagreements, both whether written and or oral, among between the parties hereto with regard respecting such matters. Any amendments or modifications hereto, in order to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument effective, shall be in writing and executed by the Company, the Operating Partnership and Agentparties hereto. In the event A determination that any one provision of this Agreement is unenforceable or more invalid shall not affect the enforceability or validity of the provisions contained hereinany other provision, or and any determination that the application thereof in of any circumstance, provision of this Agreement to any person or circumstance is held invalid, illegal or unenforceable as written by a court shall not affect the enforceability or validity of competent jurisdiction, then such provision shall be given full force and effect as it may apply to the fullest possible extent that it is validany other persons or circumstances. • Governing Law. THE PARTIES AGREE THE STATE OF CALIFORNIA HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, legal and enforceableAND IN ALL RESPECTS, and the remainder of the terms and provisions herein shall be construed as if such invalidINCLUDING, illegal or unenforceable term or provision was not contained hereinWITHOUT LIMITING THE GENERALITY OF THE FOREGOING, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this AgreementMATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. 18. GOVERNING TO THE FULLEST EXTENT PERMITTED BY LAW, INDEMNITORS AND INDEMNITEE EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWSCALIFORNIA. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST INDEMNITEE OR INDEMNITORS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY AT INDEMNITEE ‘S OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF INDEMNITORS’ OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBYCALIFORNIA, AND HEREBY IRREVOCABLY WAIVES, INDEMNITEE AND AGREES NOT TO ASSERT IN INDEMNITORS EACH WAIVE ANY SUIT, ACTION OBJECTIONS WHICH IT MAY NOW OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20PROCEEDING.