Common use of Notice of Certain Actions Clause in Contracts

Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, other than as contemplated in the Alternative Agreement (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8 or on Form S-4 in connection with acquisitions of real property or real property companies) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including operating partnership units in the Operating Partnership) and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Stock, restricted stock units, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including long-term incentive units of the Operating Partnership in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) transactions which occur by operation of the provisions of Article VII of the Company’s charter, (E) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, Prospectus or (F) the issuance of shares of Common Stock upon the redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyunits. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer requirement to sell, any solicitation of an offer to buy, or any sales of, Shares provide notice under this Agreement or either Alternative Sales Agreement Section 3(j) shall be effected by or through only one of the Agents on waived for any single given day, and the Company shall in event occurring at a time at which no event request that more than one of the Agents sell Shares on the same daySales Notice is pending.

Notice of Certain Actions. The In the event the Company will not, without shall (a) declare any dividend payable in stock to the prior written consent holders of its Common Shares or make any other distribution in property other than cash to the Agent, unless it gives the Agent at least three business days’ prior written noticeholders of its Common Shares, (ib) directly offer to the holders of its Common Shares rights to subscribe for or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares class of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap stock or any other agreement rights or transaction that transfersoptions, or (c) effect any reclassification of its Common Shares (other than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization or any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination in which no distribution of securities or other property is made to holders of Common Shares) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or the liquidation, dissolution or winding up of in the Company; then, in whole or in part, directly or indirectlyeach such case, the economic consequence Company shall cause notice of ownership such proposed action to be mailed to each Holder at least thirty (30) days prior to such action. Such notice shall specify the date on which the books of the Company shall close, or a record be taken, for determining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, amalgamation, combination, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or exchange shall take place or commence , as the case may be, and the date as of which it is expected that holders of record of Common Shares shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed. Such notice shall be mailed in the case of any action covered by paragraph (a) and (b) of this Section 15, at least ten (10) days prior to the record date for determining holders of the Common StockShares for purposes of receiving such payment or offer, whether and in the case of any such swapaction covered by this paragraph (c), agreement or transaction described in clause at least ten (i10) or (ii) above is days prior to be settled by delivery the record date to determine holders of Common Stock Shares entitled to receive such securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayproperty.

Notice of Certain Actions. The For any period during which the Company has instructed any Agent to sell Shares as sales agent on behalf of the Company pursuant to a Sales Notice until the Settlement Date for such Shares, the cancellation of such Sales Notice or during the term of any Terms Agreement until the issuance of the Shares described thereunder, the Company will not, without the prior written consent of the Agent, unless it gives the relevant Agent at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8 or on Form S-4 in connection with acquisitions of real property or real property companies) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof (including operating partnership units in the Operating Partnership) and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Stock, restricted stock units, shares of restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including long-term incentive units of the Operating Partnership in the Operating Partnership, issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) transactions which occur by operation of the provisions of Article VII of the Company’s charter, (E) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, Prospectus or (F) the issuance of shares of Common Stock upon the redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyunits. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer requirement to sell, any solicitation of an offer to buy, or any sales of, Shares provide notice under this Agreement or either Alternative Sales Agreement Section 3(j) shall be effected by or through only one of the Agents on waived for any single given day, and the Company shall in event occurring at a time at which no event request that more than one of the Agents sell Shares on the same daySales Notice is pending.

Notice of Certain Actions. The In the event the Company will not, without shall (a) declare any dividend payable in stock to the prior written consent holders of its Common Shares or make any other distribution in property other than cash to the Agent, unless it gives the Agent at least three business days’ prior written noticeholders of its Common Shares, (ib) directly offer to the holders of its Common Shares rights to subscribe for or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares class of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap stock or any other agreement rights or transaction that transfersoptions, or (c) effect any reclassification of its Common Shares (other than a reclassification involving merely the subdivision or combination of outstanding Common Shares) or any capital reorganization or any consolidation, amalgamation, merger or other combination (other than a consolidation, amalgamation, merger or other combination in which no distribution of securities or other property is made to holders of Common Shares) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or the liquidation, dissolution or winding up of in the Company; then, in whole or in part, directly or indirectlyeach such case, the economic consequence Company shall cause notice of ownership such proposed action to be mailed to each Holder at least thirty (30) days prior to such action. Such notice shall specify the date on which the books of the Company shall close, or a record be taken, for determining holders of Common Shares entitled to receive such stock dividend or other distribution or such rights or options, or the date on which such reclassification, reorganization, consolidation, amalgamation, combination, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or exchange shall take place or commence , as the case may be, and the date as of which it is expected that holders of record of Common Shares shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed. Such notice shall be mailed in the case of any action covered by paragraph (a) and (b) of this Section 16, at least ten (10) days prior to the record date for determining holders of the Common StockShares for purposes of receiving such payment or offer, whether and in the case of any such swapaction covered by this paragraph (c), agreement or transaction described in clause at least ten (i10) or (ii) above is days prior to be settled by delivery the record date to determine holders of Common Stock Shares entitled to receive such securities or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayproperty.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of the Agent, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, if and when an instruction to a Designated Agent to sell Shares pursuant to Section 2 has been delivered by the Company or is pending, without the prior written consent of the Designated Agent, unless it gives the Designated Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment and/or stock purchase plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company’s existing series of preferred stock that it may issue under a preferred stock “at the market offering” program. Upon receipt of any written notice contemplated above, the Designated Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Designated Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the such Agent, unless it gives the such Agent at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be offered and sold and any Confirmation Shares to be issued and delivered pursuant to the Sales Agreementsto, as applicable, this Agreement, any Terms Agreement and any Confirmation, (B) any shares grants of Common Stock issued by stock options, restricted stock, restricted stock units or long-term incentive Units in the Company upon Operating Partnership (“LTIP Units”) to employees, consultants or directors pursuant to the exercise of an option or warrant or the conversion terms of a security outstanding on plan in effect as of the date hereof and referred to in the Registration Statement, the General Disclosure Package and of the Prospectus, (C) any shares issuances of Common Stock issued or options to purchase Common Stock granted OP Units, as applicable pursuant to existing employee benefit plans to: (x) the exercise, vesting, settlement, conversion or redemption, as applicable, of such options, restricted stock units and LTIP Units; (y) the redemption of OP Units outstanding on the date of the Company referred to in Prospectus, including OP Units issued upon conversion of LTIP Units outstanding on the Registration Statementdate of the Prospectus or (z) the exercise, vesting, settlement, conversion or redemption, as applicable, of any stock options, restricted stock units or LTIP Units outstanding as of the General Disclosure Package and date of the Prospectus, (D) any issuances of Common Stock pursuant to the Company’s dividend reinvestment plan (if any), (E) issuances of Common Stock pursuant to the Company’s employee stock purchase plan (if any), (F) issuances of (x) Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock in connection with other acquisitions of real property or real property companies and (y) Common Stock upon conversion or exchange of any securities issued pursuant to (F)(x) above, and (G) filing of shelf registration statements (including any equity compensation plan amendments or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (Esupplements thereto) the issuance of OP Units in connection with the acquisition of additional properties, existing contractual commitments (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyif any). Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or other equity awards relating to Common Stock granted pursuant to existing “employee benefit plans plans” (as defined under Rule 405) of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in privately negotiated transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of a registration statement on Form S-8 relating to Shares hereby; provided, that the aggregate number of shares of Common Stock that may be issued pursuant to any equity compensation plans under this clause (E) shall not exceed five percent (5%) of the Companynumber of shares of Common Stock outstanding immediately prior to giving effect to such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either the Alternative Sales Agreement shall be effected by or through only one of the Agents Agent or the Alternative Agent, respectively, on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents and the Forward Purchasers, unless it gives the Agent Agents and the Forward Purchasers at least three five business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares (including, without limitation, OP Units, except that the Company may issue OP Units pursuant to the Company’s 2017 Equity Incentive Plan) or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsthis Agreement, any Confirmation and any Terms Agreement, as applicable, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in (or incorporated by reference into) the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee trustee share plan or dividend distribution reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance filing of OP Units any registration statement on Form S-8 to register Common Shares pursuant to any equity incentive plans referred to in connection with the acquisition of additional propertiesRegistration Statement, the General Disclosure Package and the Prospectus, (F) the issuance of shares issuance, offer or sales of Common Stock upon redemption Shares and other actions under the Letter Agreement between the Company and Bank of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common StockAmerica, or N.A., dated September 13, 2018, as amended, (G) the filing of a registration statement on Form S-8 relating to shares issuance, offer or sales of Common Stock that may be issued pursuant Shares and other actions under the Letter Agreement between the Company and Bank of America, N.A., dated as of April 16, 2019, or (H) any Common Shares or OP Units, in the aggregate not to any equity compensation plans exceed 5% of the CompanyCommon Shares and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies. Upon receipt of any written notice contemplated above, the any Agent and any Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayit deems appropriate.

Notice of Certain Actions. The During the period beginning on the first Trading Day immediately prior to the date on which instructions to sell Shares are delivered by the Company to an Agent and ending on the first Trading Day following the Settlement Date with respect to such sales, the Company will not, without the prior written consent of the applicable Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof first Trading Day prior to the delivery by the Company to the applicable Agent of such instructions to sell Shares hereunder and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or Stock, options to purchase Common Stock, stock units or any other securities convertible into or exchangeable for Common Stock issued or granted to employees or directors of the Company pursuant to to, or the filing of a registration statement with respect to, any existing employee or future benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any rights to purchase shares of Common Stock or any shares of Common Stock issued pursuant to to, or the filing of a registration statement with respect to, any equity compensation existing or future employee stock purchase plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, and (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of securities convertible into or exchangeable for Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, in full or any sales of, Shares under this Agreement partial consideration in connection with future acquisitions or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same daystrategic investments.

Notice of Certain Actions. The Except during a Suspension Period, if sales of the Shares pursuant to this Agreement have been made but not settled, or the Company has outstanding with the Agent any instructions to sell the Shares pursuant to this Agreement, the Company will not, without the prior written consent of the Agent, unless it gives provide the Agent with notice as promptly as reasonably practicable but, in any event, at least three business days’ prior written notice, Business Days before it: (i) directly or indirectly offeroffers, pledgepledges, sellsells, contract contracts to sell, sell sells any option or contract to purchase, purchase purchases any option or contract to sell, grant grants any option, right or warrant to purchase or otherwise transfer transfers or dispose of disposes of, directly or indirectly, any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for shares of Common Stock Stock, or file files any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act Regulations, a registration statement on Form S-8, a post-effective amendment to the Registration Statement or any Registration Statement or amendment or supplement thereto to register the offer and sale of Shares pursuant to this Agreement, any Alternative Sales Agreement, any Terms Agreement or any Alternative Terms Agreement, as applicable), (ii) enter enters into any swap or any other agreement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Shares to be offered and sold pursuant to the this Agreement, any Alternative Sales AgreementsAgreement, any Terms Agreement or any Alternative Terms Agreement, (Bb) any shares of Common Stock issued by the Company upon the exercise of an option issued, issuable, acquired or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued acquirable pursuant to any stock option plan, equity compensation incentive plan, stock ownership plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (Ec) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock issuable upon redemption the conversion of OP Units in accordance with securities or the Operating Partnership Agreement and the filing exercise of warrants outstanding as of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companydate hereof. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement or any Terms Agreement for such period of time as deemed requested by the Company or as may be reasonably appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one the Agent in light of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayproposed action.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents, unless it gives during the period beginning on the third Trading Day immediately prior to the date on which an Issuance Notice is delivered to any Agent at least three business days’ prior written noticehereunder and ending on the third Trading Day immediately following the Settlement Date with respect to the Shares sold pursuant to the Issuance Notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the any issuance of shares of Common Stock upon redemption in connection with mergers or acquisitions of OP Units in accordance with business, entities, property or other assets, joint ventures or strategic alliances, provided that the Operating Partnership Agreement and the filing aggregate number of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued issuance under this clause (E) pursuant to any equity compensation plans such arrangement shall no exceed five percent (5%) of the Companynumber of shares of Common Stock outstanding immediately prior to giving effect to such issuance. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each Sale Instruction and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of the Agent, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The In the event the Company will not, without shall (a) declare any dividend payable in stock to the prior written consent holders of its Common Stock or make any other distribution in property other than cash to the Agent, unless it gives the Agent at least three business days’ prior written noticeholders of its Common Stock, (ib) directly offer to all holders of its Common Stock rights to subscribe for or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock any class of stock or any securities convertible into other rights or exercisable options, (c) effect or exchangeable for shares of Common Stock approve or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or arrangements to effect an Initial Public Offering, (d) effect any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence reclassification of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of its Common Stock (other than a reclassification involving merely the subdivision or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares combination of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock), (e) effect or approve any capital reorganization or any consolidation or merger (other than a merger in which no distribution of cash, securities or other property is made to holders of Common Stock), (f) effect or approve any Substantial Disposition Transaction, or (Gg) effect or approve the filing liquidation, dissolution or winding up of the Company; then, in each such case, the Company shall cause notice of such proposed action to be mailed to each Holder in the manner set forth below. Such notice shall specify the date on which the books of the Company shall close, or a registration statement on Form S-8 relating to shares record be taken, for determining holders of Common Stock that may be issued pursuant entitled to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for receive such period of time as deemed appropriate by stock dividend or other distribution or such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buyrights or options, or any sales ofthe date on which such reclassification, Shares under this Agreement reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or either Alternative Sales Agreement exchange shall be effected by take place or through only one of commence, as the Agents on any single given daycase may be, and the Company date as of which it is expected that holders of record of Common Stock shall be entitled to receive cash, securities or other property deliverable upon such action, if any such date has been fixed. Such notice shall be mailed in no event request that more than one the case of any action covered by clause (a) or (b) of this Section 5.03 at least ten (10) days prior to the record date for determining holders of the Agents sell Shares on Common Stock for purposes of receiving such payment or offer; in the same daycase of any action covered by clause (c) above, within ten (10) days of the action giving rise to the obligation to mail such notice; and in the case of any action covered by clause (d), (e), (f) or (g) above, at least 10 days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such cash, securities or other property.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof hereof, or issued pursuant to a plan or other arrangement disclosed and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee trust manager stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) any limited partnership units of a subsidiary that are exchangeable for Common Shares 12 months from the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companythereof. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company At any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with an Agent any instructions to sell Units but such instructions have not been fulfilled or cancelled, the Partnership will not, without the prior written consent of the such Agent, unless it gives the such Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Units or any securities convertible into or exercisable or exchangeable for shares of Common Stock Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockUnits, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Units to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Units issued by the Company Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Units issued or options to purchase Common Stock Units granted pursuant to existing employee benefit plans of the Company Partnership referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the each Agent may suspend its respective activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent any instructions to sell ADSs but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock ADSs or Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock ADSs or Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing (other than any registration on Form S-8 or on Form S-4 in connection with acquisitions of real property or real property companies) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockADSs or Ordinary Shares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock ADSs or Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock ADSs or Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the first Trading Day prior to the delivery by the Company to the applicable Agent of such instructions to sell Shares hereunder the date hereof and referred to in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (C) any ADSs or Ordinary Shares issued, or restricted stock units, shares of Common Stock issued restricted stock, phantom shares, dividend equivalent rights or other equity-based awards, including options or warrants to purchase Common Stock ADSs (or to subscribe for Ordinary Shares) or any other securities convertible into or exchangeable for ADSs or Ordinary Shares granted pursuant to existing or future employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (D) any shares of Common Stock rights to purchase ADSs or Ordinary Shares or any ADSs or Ordinary Shares issued pursuant to any non-employee director equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package Statement and the Prospectus, (E) the issuance of OP Units any ADSs or Ordinary Shares or securities convertible into or exchangeable for Ordinary Shares or ADSs issued in full or partial consideration in connection with the acquisition of additional properties, future acquisitions or strategic investments or (F) the issuance of shares of Common Stock upon redemption of OP Units ADSs, Ordinary Shares, or any securities convertible into or exercisable or exchangeable for ADSs or Ordinary Shares issued in accordance connection with a transaction with an third party that includes a bona fide commercial relationship with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common StockCompany (including any joint venture, marketing or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of distribution arrangement, strategic alliance, collaboration agreement or corporate partnering or intellectual property license agreement with the Company). Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the settlement or conversion of a security outstanding on the date hereof (or subsequently issued in compliance herewith) and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives giving the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Ordinary Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Ordinary Shares issued or options to purchase Common Stock Ordinary Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock Ordinary Shares issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The In the event the Company will not, without shall (a) declare any dividend payable in stock to the prior written consent holders of its Common Stock or make any other distribution in property other than cash to the Agent, unless it gives the Agent at least three business days’ prior written noticeholders of its Common Stock, (ib) directly offer to the holders of its Common Stock rights to subscribe for or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares class of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap stock or any other agreement rights or transaction that transfersoptions, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (iic) above is to be settled by delivery effect any reclassification of its Common Stock (other than a reclassification involving merely the subdivision or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares combination of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock) or any capital reorganization or any consolidation or merger (other than a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or the liquidation, dissolution or winding up of the Company; then, in each such case, the Company shall cause notice of such proposed action to be mailed to each Holder at least thirty (G30) days prior to such action; provided, however, that in the filing event that the Company provides public notice of such action specifying the information set forth below at least fifteen (15) days prior to such action, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 4.5. Such notice shall specify the date on which the books of the Company shall close, or a registration statement on Form S-8 relating to shares record be taken, for determining holders of Common Stock that may be issued pursuant entitled to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for receive such period of time as deemed appropriate by stock dividend or other distribution or such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buyrights or options, or any sales ofthe date on which such reclassification, Shares under this Agreement reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or either Alternative Sales Agreement exchange shall be effected by take place or through only one of commence, as the Agents on any single given daycase may be, and the Company date as of which it is expected that holders of record of Common Stock shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed. Such notice shall be mailed in no event request that more than one the case of any action covered by paragraph (a) or (b) of this Section 4.5, at least ten (10) days prior to the record date for determining holders of the Agents sell Shares on Common Stock for purposes of receiving such payment or offer, and in the same daycase of any action covered by this paragraph (c), at least ten (10) days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides an Issuance Notice to the Agent and ending after the close of business on the Settlement Date with respect to the Shares sold pursuant to the Issuance Notice, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act, a registration statement on Form S-8, or any post-effective amendment to the Registration Statement) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, the settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or issued, options to purchase Common Stock or other equity awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units or other equity-based instrument issued in accordance connection with the Operating Partnership Agreement refinancing long-term debt and the filing of the registration statement relating to the issuance and resale of such (F) any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in privately negotiated transactions to suppliers, manufacturers, customers, distributors, strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the CompanyShares hereby. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During any period when a Placement Notice has been delivered to the Agent and is still in effect, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by the Agent. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees shall not, during the term of this Agreement, enter into any other agreement that any offer to sell, any solicitation of an offer to buy, or any sales provides for the sale and issuance of, Shares the Company’s securities in transactions deemed to be an “at the market” offering as defined in Rule 415(a)(4) promulgated under this Agreement or either Alternative Sales Agreement shall be effected by or through only one the 1933 Act without the prior written consent of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayAgent.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the such Agent, unless it gives the such Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be offered and sold and any Confirmation Shares to be issued and delivered pursuant to the Sales Agreementsto, as applicable, this Agreement, any Terms Agreement and any Confirmation, (B) any shares grants of Common Stock issued by stock options, restricted stock, restricted stock units or long-term incentive Units in the Company upon Operating Partnership (“LTIP Units”) to employees, consultants or directors pursuant to the exercise of an option or warrant or the conversion terms of a security outstanding on plan in effect as of the date hereof and referred to in the Registration Statement, the General Disclosure Package and of the Prospectus, (C) any shares issuances of Common Stock issued or options to purchase Common Stock granted Operating Partnership units, as applicable pursuant to existing employee benefit plans to: (x) the exercise, vesting, settlement, conversion or redemption, as applicable, of such options, restricted stock units and LTIP Units or (y) the redemption of Units outstanding on the date of the Company referred to in Prospectus, including Units issued upon conversion of LTIP Units outstanding on the Registration Statement, the General Disclosure Package and date of the Prospectus, (D) any issuances of Common Stock pursuant to the Company’s dividend reinvestment plan (if any), (E) issuances of Common Stock pursuant to the Company’s employee stock purchase plan (if any), (F) issuances of (x) Common Stock or securities convertible into or exchangeable or exercisable for shares of Common Stock in connection with other acquisitions of real property or real property companies and (y) Common Stock upon conversion or exchange of any securities issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus(F)(x) above, (EG) the issuance filing of OP Units shelf registration statements (including any amendments or supplements thereto) in connection with the acquisition of additional propertiesexisting contractual commitments, and (FH) the issuance issuances of shares of Common Stock upon redemption the conversion of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company’s perpetual preferred stock pursuant to a delisting change of control transaction. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock Stock, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of a registration statement on Form S-8 relating to Common Stock hereby, provided that such shares of Common Stock that may be issued pursuant to any equity compensation plans and the shares of Common Stock underlying such securities upon such conversion or exercise, in aggregate, do not exceed 5% of the CompanyCommon Stock outstanding immediately prior to giving effect to such conversion or exercise. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each instruction delivered by the Company pursuant to Section 2(b) and ending after the close of business on the last Settlement Date with respect to the applicable instruction, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (except with respect to a registration statement on Form S-8 related to an equity benefit plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (DC) any shares of Common Stock issued pursuant to any equity compensation non-employee director share plan or dividend distribution reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any Common Stock issued upon exercise or conversion of the Company outstanding securities referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any direct or indirect offers, negotiations or discussions of transactions contemplating the issuance of OP Units Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, including in connection with the acquisition of additional propertiesmergers, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, acquisitions or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyjoint ventures. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent or a Forward Seller and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving such Agent or such Forward Seller and the prior written consent of the Agent, unless it gives the Agent applicable Forward Purchaser at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder (including pursuant to the Sales Agreementsany Terms Agreement), (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee trustee share plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement any Confirmation Shares issued and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued sold pursuant to any equity compensation plans of the CompanyConfirmation. Upon receipt of any written notice contemplated above, the Agent an Agent, a Forward Seller or a Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, such Forward Seller or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same daysuch Forward Purchaser.

Notice of Certain Actions. The During any period when a Placement Notice has been delivered to any Agent and is still in effect, the Company will not, without the prior written consent of the Agentapplicable Agents, unless it gives the Agent applicable Agents at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. Upon receipt of any written notice contemplated above, an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees shall not, during the term of this Agreement, enter into any other agreement that any offer to sell, any solicitation of an offer to buy, or any sales provides for the sale and issuance of, Shares the Company’s securities in transactions deemed to be an "at the market" offering as defined in Rule 415(a)(4) promulgated under this Agreement or either Alternative Sales Agreement shall be effected by or through only one the 1933 Act without the prior written consent of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayAgents.

Notice of Certain Actions. The During the pendency of any instruction to Agents to sell shares whether in an agency or principal transaction pursuant to this Agreement, the Company will not, without giving the prior written consent of the Agent, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 of the 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion conversion, redemption or exchange of a security outstanding on the date hereof and referred the instruction to in Agents to sell was conveyed, including Common Shares issuable upon the Registration Statement, exchange of operating partnership units of the General Disclosure Package and the ProspectusOperating Partnership, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee employee, benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the ProspectusCompany, (D) any shares of Common Stock Shares issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statementand share repurchase plan, the General Disclosure Package and the Prospectus, (E) the an issuance of OP Units in connection with the acquisition operating partnership units of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the CompanyPartnership. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the any issuance of shares of Common Stock upon redemption in connection with mergers or acquisitions of OP Units in accordance with business, entities, property or other assets, joint ventures or strategic alliances, provided that the Operating Partnership Agreement and the filing aggregate number of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued under this clause (E) pursuant to any equity compensation plans such arrangement shall not exceed five percent (5%) of the Companynumber of shares of Common Stock outstanding immediately prior to giving effect to such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Except during a Suspension Period, if sales of the Shares pursuant to this Agreement have been made but not settled, or the Company has outstanding with the Agent any instructions to sell the Shares pursuant to this Agreement, the Company will not, without the prior written consent of the Agent, unless it gives provide the Agent with notice as promptly as reasonably practicable but, in any event, at least three business days’ prior written notice, Business Days before it: (i) directly or indirectly offeroffers, pledgepledges, sellsells, contract contracts to sell, sell sells any option or contract to purchase, purchase purchases any option or contract to sell, grant grants any option, right or warrant to purchase or otherwise transfer transfers or dispose of disposes of, directly or indirectly, any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for shares of Common Stock Stock, or file files any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act Regulations, a registration statement on Form S-8, a post-effective amendment to the Registration Statement or any Registration Statement or amendment or supplement thereto to register the offer and sale of Shares pursuant to this Agreement, any Alternative Sales Agreement, any Terms Agreement or any Alternative Terms Agreement, as applicable), (ii) enter enters into any swap or any other agreement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Shares to be offered and sold pursuant to the this Agreement, any Alternative Sales AgreementsAgreement, any Terms Agreement or any Alternative Terms Agreement, (Bb) any shares of Common Stock issued by the Company upon the exercise of an option issued, issuable, acquired or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued acquirable pursuant to any stock option plan, equity compensation incentive plan, stock ownership plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (Ec) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock issuable upon redemption the conversion of OP Units in accordance with securities or the Operating Partnership Agreement and the filing exercise of warrants outstanding as of the registration statement relating to date hereof (including the issuance and resale of such shares of Common Company’s 6.875% Mandatory Convertible Preferred Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the CompanySeries A). Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement or any Terms Agreement for such period of time as deemed requested by the Company or as may be reasonably appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one the Agent in light of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayproposed action.

Notice of Certain Actions. The Except during any Suspension, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three five business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including Units) or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance any shares of OP Units Common Stock or securities convertible into or exercisable or exchangeable for shares of Common Stock (including Units) issued in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyassets. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption or any securities convertible into, or exercisable or exchangeable for, Common Stock by the Company (i) in connection with acquisitions, joint ventures, strategic partnerships or collaboration arrangements, provided that the aggregate number of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock issued (together with any other shares of Common Stock issuable in respect of such other securities) in any single transaction does not exceed 10% of the number of shares of Common Stock outstanding as of the date hereof), (ii) pursuant to any equity compensation or incentive plans or any dividend reinvestment plan, (iii) upon conversion of the Company’s 3.00% Series A Convertible Preferred Stock, or (Giv) the filing of a one or more registration statement statements on Form S-8 relating with the Commission with respect to shares of Common Stock that may be issued pursuant to or issuable under any equity compensation plans or incentive plans, (v) the filing of one or more registration statements on Form S-4 with the CompanyCommission with respect to shares of Common Stock issued or issuable pursuant to clause (i) above, or (vi) the Shares to be sold hereunder. Upon receipt of any written notice contemplated above, the each Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that (x) sales of the Shares have been made but not settled or (y) the Company has outstanding with an Agent any instructions to sell Shares, the Company will not, without in the case of (x) above, prior written consent to the close of financial markets on the Trading Day next succeeding the settlement of the Agentsale of such Shares and, unless it gives in the Agent at least three business days’ case of (y) above, prior written noticeto the cancellation of such instruction to sell Shares, (i) directly or indirectly offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, or any securities convertible into or exchangeable or exercisable for or repayable with Common Shares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock stock options, restricted stock awards, phantom stock awards or other awards or grants to be issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and pursuant to stock incentive plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Class A Common Stock or other securities issued or options to purchase Common Stock granted realized upon the exercise, vesting or settlement of awards or grants issued pursuant to existing employee benefit stock incentive plans disclosed in each of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional propertiesany Common Shares issued as contemplated by this Agreement, (F) any Common Shares issued upon the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing conversion of the registration statement relating to the issuance Company’s 4.00% Convertible Senior Notes due 2020 and resale of such shares of Common Stock, or (G) the filing negotiation of a registration statement on Form S-8 relating to shares the potential issuance of Common Stock that may be issued pursuant to Shares or other securities in connection with any equity compensation plans strategic transaction involving the acquisition of the Companyany assets. Upon receipt of any written notice contemplated above, the Selling Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company At any time that sales of the Units have been made but not settled or at any time the Partnership has outstanding with the Agent any instructions to sell Units but such instructions have not been fulfilled or cancelled, the Partnership will not, without the prior written consent of the Agent, unless it gives the Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Units or any securities convertible into or exercisable or exchangeable for shares of Common Stock Units or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockUnits, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Units or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Units to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Units issued by the Company Partnership upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Units issued or options to purchase Common Stock Units granted pursuant to existing employee benefit plans of the Company Partnership referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (D) any Common Units issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each instruction delivered by the Company pursuant to Section 2(b) and ending after the close of business on the last Settlement Date with respect to the applicable instruction, the Company will not, without the prior written consent of the AgentAgents and the Forward Purchasers, unless it gives the Agent Agents and the Forward Purchasers at least three two business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under (including, without limitation, OP Units, except that the 1933 Act with respect Company may issue OP Units pursuant to any of the foregoing Company’s 2017 Equity Incentive Plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsthis Agreement, any Confirmation and any Terms Agreement, as applicable, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in (or incorporated by reference into) the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director share plan or dividend distribution reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a any registration statement on Form S-8 relating to register shares of Common Stock that may be issued pursuant to any equity compensation incentive plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (F) any shares of Common Stock or OP Units, in the aggregate not to exceed 5% of the Companyshares of Common Stock and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies. Upon receipt of any written notice contemplated above, the any Agent and any Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayit deems appropriate.

Notice of Certain Actions. The During the period beginning on the delivery by the Company of a notice for the placement of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any issuance by the Company of shares of Common Stock issued by the Company or securities convertible into or exercisable for shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase other securities convertible into or exercisable for shares of Common Stock granted issued pursuant to the Company’s existing equity incentive plans, including any employee benefit plans stock purchase plan, described in the Registration Statement, the General Disclosure Package and the Prospectus, and (D) any shares of the Company Common Stock or other securities convertible into or exercisable for shares of Common Stock issued pursuant to any non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or restricted stock units granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued or options to purchase shares of Common Stock or restricted stock units granted pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in privately negotiated transactions to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of a registration statement on Form S-8 relating to Shares hereby; provided, that the aggregate number of shares of Common Stock that may be issued pursuant to any equity compensation plans under this clause (E) shall not exceed five percent (5%) of the Companynumber of shares of Common Stock outstanding immediately prior to giving effect to such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption or any securities convertible into, or exercisable or exchangeable for, Common Stock by the Company (i) in connection with acquisitions, joint ventures, strategic partnerships or collaboration arrangements, provided that the aggregate number of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common StockStock issued (together with any other shares of Common Stock issuable in respect of such other securities) in any single transaction does not exceed 10% of the number of shares of Common Stock outstanding as of the date hereof), (ii) pursuant to any equity compensation or incentive plans or any dividend reinvestment plan, (Giii) upon exchange of the Company’s 4.00% Exchangeable Senior Notes due 2024, (iv) the filing of a one or more registration statement statements on Form S-8 relating with the Commission with respect to shares of Common Stock that may be issued pursuant to or issuable under any equity compensation plans or incentive plans, (v) the filing of one or more registration statements on Form S-4 with the Commission with respect to shares of Common Stock issued or issuable pursuant to clause (i) above, (vi) pursuant to the Stock Purchase Agreements that the Company shall enter into with certain creditors of Windstream Holdings, Inc. and its direct and indirect subsidiaries (collectively, “Windstream”) under which the Company will sell an aggregate of 38,633,470 shares Common Stock to such creditors in connection with the Company’s disclosed settlement with Windstream, or (vii) the Shares to be sold hereunder. Upon receipt of any written notice contemplated above, the each Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that sales of Shares have been made but not settled, or at any time the Company has outstanding with any Agent any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the applicable Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Securities Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be offered and sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof first Trading Day prior to the delivery by the Company to the applicable Agent of such instructions to sell Shares hereunder and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or Stock, options to purchase Common Stock, stock units or any other securities convertible into or exchangeable for Common Stock issued or granted to employees or directors of the Company pursuant to to, or the filing of a registration statement with respect to, any existing employee or future benefit plans plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any rights to purchase shares of Common Stock or any shares of Common Stock issued pursuant to to, or the filing of a registration statement with respect to, any equity compensation existing or future employee stock purchase plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock issued upon redemption of OP Units the Class A units of limited partnership in accordance with the Operating Partnership Agreement NHP/PMB L.P. and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (GF) the filing of a registration statement on Form S-8 relating to any shares of Common Stock that may be or securities convertible into or exchangeable for Common Stock issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, in full or any sales of, Shares under this Agreement partial consideration in connection with future acquisitions or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same daystrategic investments.

Notice of Certain Actions. The Company During each period commencing on the date on which the Trust provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Trust will not, without the prior written consent of the Agent, unless it gives the Agent Agents and the Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder and the Confirmation Shares issued, sold and delivered pursuant to the Sales Agreementsany Confirmation, (B) any shares of Common Stock Shares issued by the Company Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company Trust referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation plan or non-employee trustee stock plan, dividend reinvestment plan of the Company or share repurchase plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of any Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be Shares issued pursuant to any equity compensation plans the Trust’s 2007 restricted stock plan, including 50,000 Common Shares which are subject to approval of an amendment to the Company2007 restricted stock plan at the Trust’s Annual Meeting of Shareholders to be held on June 3, 2020. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each instruction delivered by the Company pursuant to Section 2(b) and ending after the close of business on the last Settlement Date with respect to the applicable instruction, the Company will not, without the prior written consent of the AgentAgents and the Forward Purchasers, unless it gives the Agent Agents and the Forward Purchasers at least three two business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under (including, without limitation, OP Units, except that the 1933 Act with respect Company may issue OP Units pursuant to any of the foregoing Company’s 2017 Equity Incentive Plan) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsthis Agreement, any Confirmation and any Terms Agreement, as applicable, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase shares of Common Stock granted pursuant to existing employee benefit plans of the Company referred to in (or incorporated by reference into) the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director share plan or dividend distribution reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance filing of OP Units any registration statement on Form S-8 to register shares of Common Stock pursuant to any equity incentive plans referred to in connection with the acquisition of additional propertiesRegistration Statement, the General Disclosure Package and the Prospectus, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock[intentionally omitted], or (G) the filing of a registration statement on Form S-8 relating to any shares of Common Stock that may be issued pursuant or OP Units, in the aggregate not to any equity compensation plans exceed 5% of the Companyshares of Common Stock and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies. Upon receipt of any written notice contemplated above, the any Agent and any Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayit deems appropriate.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides an Issuance Notice to an Agent and ending after the close of business on the Settlement Date with respect to the Shares sold pursuant to the Issuance Notice, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act, a registration statement on Form S-8, or any post-effective amendment to the Registration Statement) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant warrant, the settlement of a restricted stock unit or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or issued, options to purchase Common Stock or other equity awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or Stock, options to purchase Common Stock, stock units or any other securities convertible into or exchangeable for Common Stock issued or granted to employees or directors of the Company pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any rights to purchase shares of Common Stock or any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent or a Forward Seller any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the AgentAgents or the Forward Sellers, unless it gives the Agent Agents or the Forward Sellers, as the case may be, at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap swap, or any other agreement or transaction any transaction, that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to take any of the actions restricted by clause (i) or (ii) above. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectushereof, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit or compensation plans of the Company referred or the filing of a registration statement on Form S-8 under the 1933 Act with respect to in the Registration Statement, the General Disclosure Package and the Prospectussuch plans, (D) any shares of Common Stock issued pursuant to any equity nonemployee director stock plan, benefit plan, or compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans dividend reinvestment and stock purchase plan or similar dividend reinvestment features of the Companyany employee or nonemployee director benefit plan. Upon receipt of any written notice contemplated above, the an Agent or a Forward Seller may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, Agent or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayForward Seller.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without the prior written consent of the Agent, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Ordinary Shares or ADSs or any securities convertible into or exercisable or exchangeable for shares of Common Stock Ordinary Shares or ADSs or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockOrdinary Shares or ADSs, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Ordinary Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Placement ADSs to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Ordinary Shares or ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Ordinary Shares or ADSs issued or options to purchase Common Stock Ordinary Shares or ADSs granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Ordinary Shares or ADSs issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance filing of OP Units one or more registration statements on Form S-8 with the Commission with respect to shares of ADSs or Ordinary Shares issued or issuable under any equity compensation or incentive plans or (F) in connection with acquisitions, joint ventures, strategic partnerships or collaboration arrangements, provided that the acquisition of additional properties, (F) the issuance aggregate number of shares of Common Stock upon redemption Ordinary Shares or ADSs issued (together with any other shares of OP Units Ordinary Shares or ADSs issuable in accordance with the Operating Partnership Agreement and the filing respect of such other securities) in any single transaction does not exceed 10% of the registration statement relating to the issuance and resale number of such shares of Common Stock, Ordinary Shares or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans ADSs outstanding as of the Companydate hereof). Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without the prior written consent of the Agent, unless it gives giving the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales AgreementsAgreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock issued upon redemption exchange of OP Units in accordance limited liability company units of i3 Verticals, LLC (together with the Operating Partnership Agreement and the filing a corresponding number of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans Class B common stock of the Company). Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Agent. The Company agrees that any offer to sell, and any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on and including the date of each Sale Instruction and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of Agents and the Agent, unless it gives the Agent Forward Purchasers at least three business days’ prior written notice, directly or indirectly, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the any Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such Stock, other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder or any Confirmation Shares sold or delivered pursuant to the Sales Agreementsany Confirmation, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment non-employee director stock plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) any shares of Common Stock offered and sold pursuant to a dividend reinvestment and stock purchase plan referred to in the issuance Registration Statement, the General Disclosure Package and the Prospectus, (F) any shares of OP Units Common Stock which may be issued by the Company to acquire other businesses or in connection with the acquisition Company’s entering into joint ventures or similar arrangements, or any limited partnership interests which may be issued by any subsidiary of additional the Company that is a limited partnership to acquire properties, in each case so long as those shares or limited partnership interests, as applicable, are issued directly to the stockholders or other owners of those businesses or properties or to the other equity owners of such joint ventures or similar arrangements, as the case may be, (G) any shares of Common Stock issued by the Company in accordance with the terms of the limited partnership agreement of any subsidiary of the Company that is a limited partnership upon the exchange of limited partnership interests in such limited partnership that are outstanding on the date hereof or that are issued after the date hereof pursuant to clause (F) above, and (H) the issuance issuance, sale and delivery of shares of Common Stock upon redemption of OP Units in accordance with offered by the Operating Partnership Agreement Company through one (and the filing only one) of the registration statement relating Prior Agents (as defined in Section 18 hereof), acting as agent, pursuant to the issuance and resale Prior Agreement (as defined in Section 18 hereof) if (1) prior to the date of this Agreement, an investor shall have agreed to purchase such shares of Common Stock, or Stock and (G2) the filing trade date for such purchase was prior to the date of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement but the settlement date for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given daypurchase is, and such settlement occurs, no later than the Company shall in no event request that more than one of the Agents sell Shares second trading day on the same dayNYSE after the date of this Agreement.

Notice of Certain Actions. The During the period beginning on the first Trading Day immediately prior to the date on which instructions to sell Shares hereunder are delivered by the Company to an Agent and ending on the last Trading Day on which a prospectus is (or, but for the exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in connection with the offer or sale of such Shares, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be offered and sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion conversion, exercise or exchange of a security outstanding on the date hereof first Trading Date prior to the delivery by the Company to the applicable Agent of such instructions to sell Shares hereunder and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares, share units or any other securities convertible into or exchangeable for Common Shares issued or granted to employees or trustees of the Company pursuant to to, or the filing of a registration statement with respect to, any existing employee or future benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of rights to purchase Common Stock Shares or Common Shares issued pursuant to to, or the filing of any equity compensation registration statement with respect to, any existing or future share plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, if and when an instruction to a Designated Agent to sell Shares pursuant to Section 2 has been delivered by the Company or is pending, without the prior written consent of the Designated Agent, unless it gives the Designated Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company’s existing series of preferred stock that it may issue under a preferred stock “at-the-market” offering program. Upon receipt of any written notice contemplated above, the Designated Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Designated Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Company will not, if and when an instruction to a Designated Agent to sell Shares pursuant to Section 2 has been delivered by the Company or is pending, without the prior written consent of the Designated Agent, unless it gives the Designated Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Series B Preferred Stock or any securities convertible into or exercisable or exchangeable for shares of Common Series B Preferred Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Series B Preferred Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Series B Preferred Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Series B Preferred Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Series B Preferred Stock issued or options to purchase Common Series B Preferred Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Series B Preferred Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment and/or stock purchase plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company’s existing 8.250% Series A Cumulative Preferred Stock (the “Series A Preferred Stock”) that it may issue under a preferred stock “at-the-market” offering program. Upon receipt of any written notice contemplated above, the Designated Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Designated Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock Stock, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of Common Stock hereby and not to constitute a registration statement on Form S-8 relating to distribution for purposes of Regulation M, provided that such shares of Common Stock that may be issued pursuant to any equity compensation plans and the shares of Common Stock underlying such securities upon such conversion or exercise, in aggregate, do not exceed 5% of the CompanyCommon Stock outstanding immediately prior to giving effect to such conversion or exercise. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each Sale Instruction and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of the Agent, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each instruction delivered by the Company pursuant to Section 2(b) and ending after the close of business on the last Settlement Date with respect to the applicable instruction, the Company will not, without the prior written consent of the AgentAgents and the Forward Purchasers, unless it gives the Agent Agents and the Forward Purchasers at least three two business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares (including, without limitation, OP Units, except that the Company may issue OP Units pursuant to the Company’s 2017 Equity Incentive Plan) or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsthis Agreement, any Confirmation and any Terms Agreement, as applicable, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in (or incorporated by reference into) the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee trustee share plan or dividend distribution reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance filing of OP Units any registration statement on Form S-8 to register Common Shares pursuant to any equity incentive plans referred to in connection with the acquisition of additional propertiesRegistration Statement, the General Disclosure Package and the Prospectus, (F) the issuance of shares issuance, offer or sales of Common Stock upon redemption Shares and other actions under the Letter Agreement between the Company and Bank of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common StockAmerica, N.A., dated September 13, 2018, as amended, or (G) any Common Shares or OP Units, in the filing of a registration statement on Form S-8 relating aggregate not to shares of Common Stock that may be issued pursuant to any equity compensation plans exceed 5% of the CompanyCommon Shares and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies. Upon receipt of any written notice contemplated above, the any Agent and any Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayit deems appropriate.

Notice of Certain Actions. The During the term of this Agreement, the Company will not, without the prior written consent of the Agent, unless it gives the Agent Agents at least three two business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or ADSs or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or ADSs or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares or ADSs, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares Placement ADSs to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Shares or ADSs issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares or ADSs issued or options to purchase Common Stock Shares or ADSs granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares or ADSs issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the one or more registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement statements on Form S-8 relating with the Commission with respect to shares of Common Stock that may be ADSs or Shares issued pursuant to or issuable under any equity compensation plans of the Companyor incentive plans. Upon receipt of any written notice contemplated above, the Agent Agents may suspend its their activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayAgents.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company Company, including, without limitation, any omnibus incentive compensation plan, referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Stock, or option to purchase shares of Common Stock, issued pursuant to any equity non-employee director stock plan, including, without limitation, any omnibus incentive compensation plan plan, or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the any issuance of OP Units Shares of Common Stock in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances, provided that the acquisition aggregate number of additional properties, (F) the issuance of shares Shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing issuance under this clause (E) pursuant to any such arrangement shall not exceed five percent (5%) of the registration statement relating to the issuance and resale number of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares Shares of Common Stock that may be issued pursuant outstanding immediately prior to any equity compensation plans of the Companygiving effect to such issuance. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date of each instruction delivered by the Company pursuant to Section 2(b) and ending after the close of business on the last Settlement Date with respect to the applicable instruction, the Company will not, without the prior written consent of the AgentAgents and the Forward Purchasers, unless it gives the Agent Agents and the Forward Purchasers at least three two business days’ prior written notice, (i) directly or indirectly indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares (including, without limitation, OP Units, except that the Company may issue OP Units pursuant to the Company’s 2017 Equity Incentive Plan) or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsthis Agreement, any Confirmation and any Terms Agreement, as applicable, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security security, in each case outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in (or incorporated by reference into) the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee trustee share plan or dividend distribution reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance filing of OP Units any registration statement on Form S-8 to register Common Shares pursuant to any equity incentive plans referred to in connection with the acquisition of additional propertiesRegistration Statement, the General Disclosure Package and the Prospectus, (F) the issuance of shares issuance, offer or sales of Common Stock upon redemption Shares and other actions under the Letter Agreement between the Company and Bank of OP Units in accordance with America, N.A., dated September 13, 2018, as amended, the Operating Partnership Letter Agreement between the Company and JPMorgan Chase Bank, National Association, dated June 23, 2020, as amended, the filing Letter Agreement between the Company and Xxxxxxx Xxxxx & Co. LLC, dated July 2, 2020, as amended, the Letter Agreement between the Company and RBC Capital Markets, LLC, dated July 20, 2020, as amended, the Letter Agreement between the Company and Citibank, N.A., dated November 9, 2020, as amended, the Letter Agreement between the Company and Bank of America, N.A., dated November 9, 2020, as amended, the registration statement relating to Letter Agreement between the issuance Company and resale of such shares of Common StockXxxxxxx Xxxxx & Co. LLC, dated November 9, 2020, as amended or (G) any Common Shares or OP Units, in the filing of a registration statement on Form S-8 relating aggregate not to shares of Common Stock that may be issued pursuant to any equity compensation plans exceed 5% of the CompanyCommon Shares and OP Units outstanding, issued in connection with other acquisitions of real property or real property companies. Upon receipt of any written notice contemplated above, the any Agent and any Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayit deems appropriate.

Notice of Certain Actions. The At any time that sales of the Shares have been made but not settled or at any time the Company has outstanding with an Agent or a Forward Seller any instructions to sell Shares but such instructions have not been fulfilled or cancelled, the Company will not, without the prior written consent of the AgentAgents or the Forward Sellers, unless it gives the Agent Agents or the Forward Sellers, as the case may be, at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the settlement or conversion of a security outstanding on the date hereof (or subsequently issued in compliance herewith) and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock or other equity incentive awards granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent or a Forward Seller may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, Agent or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayForward Seller.

Notice of Certain Actions. The Company will not, if and when an instruction to a Designated Agent to sell Shares pursuant to Section 2 has been delivered by the Company or is pending, without the prior written consent of the Designated Agent, unless it gives the Designated Agent at least three five business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Series C Preferred Stock or any securities convertible into or exercisable or exchangeable for shares of Common Series C Preferred Stock or file any registration statement under the 1933 Act with respect to any of the foregoing foregoing, or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Series C Preferred Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Series C Preferred Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Series C Preferred Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Series C Preferred Stock issued or options to purchase Common Series C Preferred Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Series C Preferred Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment and/or stock purchase plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company’s Series B Preferred Stock that it may issue under a preferred stock “at the market offering” program. Upon receipt of any written notice contemplated above, the Designated Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such the Designated Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock Stock, granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such any shares of Common Stock, or (G) securities convertible into or exercisable for Common Stock, offered and sold in a privately negotiated transaction to vendors, customers, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the filing offering of Common Stock hereby and not to constitute a registration statement on Form S-8 relating to distribution for purposes of Regulation M, provided that such shares of Common Stock that may be issued pursuant to any equity compensation plans and the shares of Common Stock underlying such securities upon such conversion or exercise, in aggregate, do not exceed 5% of the CompanyCommon Stock outstanding immediately prior to ​ ​ giving effect to such conversion or exercise. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The In the event the Company will not, without shall (a) declare any dividend payable in stock to the prior written consent holders of its Common Stock or make any other distribution in property other than cash to the Agent, unless it gives the Agent at least three business days’ prior written noticeholders of its Common Stock, (ib) directly offer to the holders of its Common Stock rights to subscribe for or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares class of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap stock or any other agreement rights or transaction that transfersoptions, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (iic) above is to be settled by delivery effect any reclassification of its- Common Stock (other than a reclassification involving merely the subdivision or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreements, (B) any shares combination of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock) or any capital reorganization or any consolidation or merger (other am a merger in which no distribution of securities or other property is made to holders of Common Stock) or any sale, transfer or other disposition of its property, assets and business substantially as an entirety, or the liquidation, dissolution or winding up of the Company; then, in each such case, the Company shall cause notice of such proposed action to be mailed to each Holder at least thirty (G30) days prior to such action; PROVIDED, HOWEVER, that in the filing event that the Company provides public notice of such action specifying the information set forth below at least fifteen (15) days prior to such action, the Company shall be deemed to have satisfied its obligation to provide notice pursuant to this Section 3.7. Such notice shall specify the date on which the books of the Company shall close, or a registration statement on Form S-8 relating to shares record be taken, for determining holders of Common Stock that may be issued pursuant entitled to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for receive such period of time as deemed appropriate by stock dividend or other distribution or such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buyrights or options, or any sales ofthe date on which such reclassification, Shares under this Agreement reorganization, consolidation, merger, sale, transfer, other disposition, liquidation, dissolution, winding up or either Alternative Sales Agreement exchange shall be effected by take place or through only one of commence, as the Agents on any single given daycase may be, and the Company date as of which it is expected that holders of record of Common Stock shall be entitled to receive securities or other property deliverable upon such action, if any such date has been fixed. Such notice shall be mailed in no event request that more than one the case of any action covered by paragraph (a) or (b) of this Section 3.7, at least ten (10) days prior to the record date for determining holders of the Agents sell Shares on Common Stock for purposes of receiving such payment or offer, and in the same daycase of any action covered by this paragraph (c), at least ten (10) days prior to the earlier of the date upon which such action is to take place or any record date to determine holders of Common Stock entitled to receive such securities or other property.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides an Issuance Notice to an Agent and ending after the close of business on the Settlement Date with respect to the Shares sold pursuant to the Issuance Notice, the Company will not, without the prior written consent of the Agent, unless it gives giving the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act, a registration statement on Form S-8, or any post-effective amendment to the Registration Statement) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of any shares of Common Stock upon redemption of OP Units or other equity-based instrument issued in accordance connection with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Companyrefinancing long-term debt. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The Except during a Suspension Period, if sales of the Shares pursuant to this Agreement have been made but not settled, or the Company has outstanding with the Agent any instructions to sell the Shares pursuant to this Agreement, the Company will not, without the prior written consent of the Agent, unless it gives provide the Agent with notice as promptly as reasonably practicable but, in any event, at least three business days’ prior written notice, Business Days before it: (i) directly or indirectly offeroffers, pledgepledges, sellsells, contract contracts to sell, sell sells any option or contract to purchase, purchase purchases any option or contract to sell, grant grants any option, right or warrant to purchase or otherwise transfer transfers or dispose of disposes of, directly or indirectly, any shares of Common Stock or any other securities convertible into or exercisable or exchangeable for shares of Common Stock Stock, or file files any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the 1933 Act Regulations, a registration statement on Form S-8, a post-effective amendment to the Registration Statement or any Registration Statement or amendment or supplement thereto to register the offer and sale of Shares pursuant to this Agreement, any Alternative Sales Agreement, any Terms Agreement or any Alternative Terms Agreement, as applicable), (ii) enter enters into any swap or any other agreement or transaction that transferstransfers to another, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock or any other securities convertible into or exchangeable or exercisable for Common Stock, whether any such swap, agreement swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (Aa) the Shares to be offered and sold pursuant to the this Agreement, any Alternative Sales AgreementsAgreement, any Terms Agreement or any Alternative Terms Agreement, (Bb) any shares of Common Stock issued by the Company upon the exercise of an option issued, issuable, acquired or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued acquirable pursuant to any stock option plan, equity compensation incentive plan, stock ownership plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, or (Ec) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock issuable upon redemption the conversion of OP Units in accordance with securities or the Operating Partnership Agreement and the filing exercise of warrants outstanding as of the registration statement relating to date hereof (including the issuance and resale of such shares of Common Company’s 4.50% Mandatory Convertible Preferred Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the CompanySeries A). Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement or any Terms Agreement for such period of time as deemed requested by the Company or as may be reasonably appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one the Agent in light of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same dayproposed action.

Notice of Certain Actions. The Company will not, without the prior written consent of the AgentAgents and the Forward Purchaser, unless it gives the Agent Agents and the Forward Purchaser at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares and any Confirmation Shares to be sold pursuant to this Agreement, any Confirmation and any Terms Agreement, and any OP Units issued to the Sales AgreementsCompany in connection with the sale of such Shares or Confirmation Shares, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the applicable Agent and the Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day. In addition, the Company shall in no event request that an Agent offer and sell Shares during ay Unwind Period (as defined in the relevant Confirmation).

Notice of Certain Actions. The During the period beginning on the commencement of an offering of Shares under this Agreement and ending on the applicable Settlement Date, the Company will not, without the prior written consent of the Agent, unless it gives the Agent at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the any issuance of OP Units Shares of Common Stock in connection with mergers or acquisitions of business, entities, property or other assets, joint ventures or strategic alliances, provided that the acquisition aggregate number of additional properties, (F) the issuance of shares Shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing issuance under this clause (E) pursuant to any such arrangement shall not exceed five percent (5%) of the registration statement relating to the issuance and resale number of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares Shares of Common Stock that may be issued pursuant outstanding immediately prior to any equity compensation plans of the Companygiving effect to such issuance. Upon receipt of any written notice contemplated above, the Agent may suspend its activity under this Agreement for such period of time as deemed reasonably appropriate by such the Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of the Agent, unless it gives the Agent Agents at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or lend or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock (including, without limitation, OP Units) or submit or file any registration statement under the 1933 Act with respect to any of the foregoing or publicly announce the intention to do any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap, other agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise, or publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or exchange of a security or exercise of a preemptive right by an existing security holder, in each case outstanding or existing on the date hereof and referred to disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Stock, OP Units, LTIP Units, dividend equivalent rights or other equity based awards issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred disclosed in the Registration Statement, the General Disclosure Package and the Prospectus (including the filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company), (D) OP Units, in the aggregate not to exceed 15% of the number of OP Units outstanding, issued in connection with the acquisition of property or assets, or (E) any shares of Common Stock issued pursuant to any non-employee director share plan or distribution reinvestment plan disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent or a Forward Seller and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without giving the prior written consent of Agents, the Agent, unless it gives Forward Sellers and the Agent Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock Shares or any securities convertible into or exercisable or exchangeable for shares of Common Stock Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common StockShares, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold pursuant to the Sales Agreementshereunder, (B) any shares of Common Stock Shares issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock Shares issued or options to purchase Common Stock Shares granted pursuant to existing employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (D) any shares of Common Stock Shares issued pursuant to any equity compensation non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the Company. Upon receipt of any written notice contemplated above, the an Agent or Forward Seller may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, Agent or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same daysuch Forward Seller.

Notice of Certain Actions. The During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without the prior written consent of the AgentAgents, unless it gives the Agent Agents and the Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence consequences of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) the Shares to be sold hereunder and the Confirmation Shares to be issued, sold and delivered pursuant to the Sales Agreementsany Confirmation, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or upon the exercise of options to purchase Common Stock Stock, or the issuance, vesting or exercise of restricted stock units or other equity or equity-based awards, granted pursuant to existing employee benefit or other equity-based incentive plans or agreements of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any equity compensation stock purchase plan, non-employee director stock plan or dividend reinvestment plan of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus or (E) the issuance of OP Units in connection with the acquisition of additional properties, (F) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Operating Partnership Agreement and the filing of the registration statement relating to the issuance and resale of such shares of Common Stock, or (G) the filing of a registration statement on Form S-8 relating to shares of Common Stock that may be issued pursuant to any equity compensation plans of the CompanyS-8. Upon receipt of any written notice contemplated above, the an Agent may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of, Shares under this Agreement or either Alternative Sales Agreement shall be effected by or through only one of the Agents on any single given day, and the Company shall in no event request that more than one of the Agents sell Shares on the same day.