Common use of Notice of Other Sales Clause in Contracts

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any with the Commission a registration statement under the Securities Act with respect relating to, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the foregoing (other than a shelf registration statement under Rule 415 under right to receive, Common Stock or any such substantially similar securities or publicly disclose the Securities Actintention to make any offer, a registration statement on Form S-8 sale, pledge, disposition or post-effective amendment to the Registration Statement) filing, or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 otherwise (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, other than (x) the Common Stock to be offered and sold through the Sales Agent or any Alternative Placement Agent pursuant to this Agreement, any Alternative Equity Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (y) Common Stock issuable pursuant to employee stock incentive plans or long-term incentive plans described in the Company’s dividend reinvestment plan Prospectus, or upon the conversion or exchange of convertible or exchangeable securities outstanding as it may be amended of the date of this Agreement or replaced from time to time and (z) equity incentive awards approved by the Board issuances of Directors or the compensation committee thereof or the issuance up to $5,000,000 of Common Stock upon exercise thereofin the aggregate in connection with property acquisitions provided that the recipient of such Common Stock agrees to be bound in writing by the restrictions set forth in this paragraph).

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Placement Agent at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Placement Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Placement Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment any shares of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Placement Agent or any Alternative Placement Agent pursuant to this Agreement, any Alternative Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (yx) Common Stock issuable pursuant to the Company’s any dividend reinvestment plan of the Company as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board board of Directors directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereofthereof and (z) the issuance of Securities in connection with the conversion of Common Units.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) the Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board board of Directors directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for of sales of all Placement Securities remaining under such Placement Notice (as amended by in the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three (3) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or the Common Stock to be offered and sold through any Alternative Sales Agents Placement Agent pursuant to an their respective Alternative Distribution AgreementAgreements, (yx) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (zy) the issuance, grant or sale of any equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance or sale of Common Stock upon exercise thereofthereof (including upon redemption of OP Units).

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent Xxxxxxx Xxxxx at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Xxxxxxx Xxxxx to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares or securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockShares, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Securities to be offered and sold through the Sales Agent agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock Shares issuable pursuant to the Company’s dividend reinvestment plan plan, if any, as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board board of Directors trustees of the Company or the compensation committee thereof or the issuance of Common Stock Shares upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any the Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent Xxxxx Fargo at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Xxxxx Fargo to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares or securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockShares, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Securities to be offered and sold through the Sales Agent agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock Shares issuable pursuant to the Company’s dividend reinvestment plan plan, if any, as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board board of Directors trustees of the Company or the compensation committee thereof or the issuance of Common Stock Shares upon exercise thereof.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent [MKT NAME] at least three one (31) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing [MKT NAME] to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, of any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) such shares or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent [MKT NAME] pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan or stock purchase plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise thereofof options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent [MKT NAME] at least three one (31) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing [MKT NAME] to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, of any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with any Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) Stock or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent [MKT NAME] pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan or stock purchase plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise thereofof options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Placement Agent at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Placement Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Placement Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, 26 (w) the payment any shares of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Placement Agent or any Alternative Placement Agent pursuant to this Agreement, any Alternative Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (yx) Common Stock issuable pursuant to the Company’s any dividend reinvestment plan of the Company as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board board of Directors directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereofthereof and (z) the issuance of Securities in connection with the conversion of Common Units.

Notice of Other Sales. From At any time that the sales of the Units have been made but not settled or at any time the Company issues a Placement Notice until Partnership has outstanding with any Manager any instructions to sell the settlement for sales of all Placement Securities remaining under Units but such Placement Notice (as amended by the corresponding Acceptance, if applicable)instructions have not been fulfilled or cancelled, the Company Partnership will not, without (i) giving the Sales Agent Managers at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Managers suspending activity under this program for such period of time as requested by the Company Partnership or as deemed appropriate by the Sales Agent Managers in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Units or securities convertible into or exchangeable or exercisable for or repayable with Common StockUnits, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockUnits, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockUnits, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Units to be offered and sold through the Sales Agent any Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, and (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors of the General Partner or the compensation committee thereof or the issuance of Common Stock Units upon exercise vesting thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent Xxxxx Fargo Securities at least three five (35) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Xxxxx Fargo Securities in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent Xxxxx Fargo Securities pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any with the Commission a registration statement under the Securities Act with respect relating to, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the foregoing (other than a shelf registration statement under Rule 415 under right to receive, Common Stock or any such substantially similar securities or publicly disclose the Securities Actintention to make any offer, a registration statement on Form S-8 sale, pledge, disposition or post-effective amendment to the Registration Statement) filing, or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 otherwise (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, other than (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents Placement Agent pursuant to an any Alternative Equity Distribution Agreement, Agreement or pursuant to any terms agreement relating to this Agreement or any Alternative Equity Distribution Agreement or (y) Common Stock issuable pursuant to employee stock incentive plans or long-term incentive plans existing on, or upon the Company’s dividend reinvestment plan conversion or exchange of convertible or exchangeable securities outstanding as it may be amended or replaced from time to time and (z) equity incentive awards approved by of, the Board date of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereofthis Agreement.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such or Forward Placement Notice (as amended by given hereunder, during the corresponding Acceptance, if applicable)pendency of any Principal Transaction or during any Forward Hedge Selling Period, the Company will notshall provide the Designated Agent or Designated Forward Seller notice as promptly as reasonably practicable (and, without in any event, at least one (1) Business Day (as defined in Section 12 below)) before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Shares offered pursuant to the provisions of this Agreement or any Terms Agreement) or securities convertible into or exchangeable for shares of Common Stock, warrants or any rights to purchase or acquire shares of Common Stock; provided, that such notice shall not be required in connection with (i) giving the Sales Agent at least three (3) business days’ prior written notice specifying issuance, grant or sale of shares of Common Stock, options to purchase shares of Common Stock or shares of Common Stock issuable upon the nature exercise of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement described in the proposed sale and the date of such proposed sale and Prospectus, (ii) the Sales Agent suspending activity under this program for such period issuance of time as requested securities in connection with an acquisition, merger or other business combination or sale or purchase of assets, (iii) the issuance or sale of shares of Common Stock pursuant to any dividend reinvestment plan whether now in effect or hereafter implemented, (iv) the issuance of any shares of Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding and disclosed in filings by the Company with the Commission or as deemed appropriate by otherwise in writing to the Sales Agent in light of Agents, Forward Sellers and the proposed saleForward Purchasers, (Av) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option redemption of outstanding OP Units in accordance with the OP Agreement and (vi) the issuance or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any of shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution underwritten public offering. Any lock-up provisions relating to a Principal Transaction shall be set forth in the applicable Terms Agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From At any time that sales of the Units have been made but not settled or at any time the Company issues a Placement Notice until Partnership has outstanding with any Manager any instructions to sell the settlement for sales of all Placement Securities remaining under Units but such Placement Notice (as amended by the corresponding Acceptance, if applicable)instructions have not been fulfilled or cancelled, the Company Partnership will not, without (i) giving the Sales Agent such Manager at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Manager suspending activity under this program for such period of time as requested by the Company Partnership or as deemed appropriate by the Sales Agent Manager in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Units or securities convertible into or exchangeable or exercisable for or repayable with Common StockUnits, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockUnits, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockUnits, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Units to be offered and sold through the Sales Agent any Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, and (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock Units upon exercise vesting thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any with the Commission a registration statement under the Securities Act with respect relating to, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the foregoing (other than a shelf registration statement under Rule 415 under right to receive, Common Stock or any such substantially similar securities or publicly disclose the Securities Actintention to make any offer, a registration statement on Form S-8 sale, pledge, disposition or post-effective amendment to the Registration Statement) filing, or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 otherwise (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, other than (x) the Common Stock to be offered and sold through the Sales Agent or any Alternative Placement Agent pursuant to this Agreement, any Alternative Equity Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (y) Common Stock issuable pursuant to employee stock incentive plans or long-term incentive plans existing on, or upon the Company’s dividend reinvestment plan conversion or exchange of convertible or exchangeable securities outstanding as it may be amended of, the date of this Agreement or replaced from time to time and (z) equity incentive awards approved by the Board issuances of Directors or the compensation committee thereof or the issuance up to $5,000,000 of Common Stock upon exercise thereofin the aggregate in connection with property acquisitions provided that the recipient of such Common Stock agrees to be bound in writing by the restrictions set forth in this paragraph).

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent BTIG at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through BTIG and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent KeyBanc at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through KeyBanc and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Xxxxx Fargo Securities at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Xxxxx Fargo Securities to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (C) file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement). The foregoing sentence shall not apply to (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent Xxxxx Fargo Securities pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options or other awards to purchase or otherwise acquire Common Stock or Common Stock issuable upon the exercise thereofor payment of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)Notice, the Company will not, without (i) giving provide the Sales Designated Agent at least three (3) business days’ prior with written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) offer, pledge, announce the intention before it will offer to sell, sell, contract to sell, sell grant any option to sell or contract otherwise dispose of any Common Stock (other than the Placement Securities offered pursuant to purchasethis Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire, Common Stock; and without the prior written consent of the Designated Agent, the Company will not directly or indirectly in any option other “at-the-market” or continuous equity transaction offer to sell, sell, contract to sell, grant any option, right or warrant for the sale of, lend option to sell or otherwise transfer dispose of any Common Stock (other than the Placement Securities offered pursuant to this Agreement) or dispose ofsecurities convertible into or exchangeable for Common Stock, directly warrants or indirectlyany rights to purchase or acquire, any Common Stock prior to the termination of this Agreement; provided, however, that the Company may (A) issue and sell Common Stock pursuant to this Agreement; (B) file a registration statement on Form S-8 or issue and sell Common Stock or securities convertible into or exchangeable for Common Stock pursuant to any long-term incentive plan, employee stock option plan or exercisable for stock ownership plan of the Company in effect at the Applicable Time; (C) issue or repayable with deliver Common Stock issuable upon the conversion, vesting or exercise of securities (including long-term incentive plan awards, options and warrants) outstanding at the Applicable Time; (D) issue and sell Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 securities convertible into or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the 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 offering of Common Stock hereby; and (E) the issuance of shares of Common Stock or any securities convertible into into, or exercisable or exchangeable or exercisable for or repayable with for, Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with any merger or acquisition of securities, businesses, property or other assets or strategic investment (including but not limited to any joint venture, strategic alliance or partnership, equipment leasing arrangement or debt financing). In the redemption event that notice of OP Units, (w) a proposed sale is provided by the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent Company pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution AgreementSection 7(h), the Designated Agent may (y) Common Stock issuable pursuant to and shall if requested by the Company’s dividend reinvestment plan ) suspend activity under this Agreement for such period of time as it may be amended or replaced from time to time and (z) equity incentive awards approved requested by the Board of Directors Company or as may be deemed appropriate by the compensation committee thereof or the issuance of Common Stock upon exercise thereofDesignated Agent.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent RBC Capital Markets at least three one (31) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing RBC Capital Markets to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, of any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) such shares or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent RBC Capital Markets pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan or stock purchase plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise thereofof options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent RBC at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through RBC and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent Xxxxx Fargo Securities at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Xxxxx Fargo Securities in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent Xxxxx Fargo Securities pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Securities to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents terms agreement, or the shares of Common Stock that may be sold pursuant to an any Alternative Distribution AgreementAgreement or any terms agreement delivered pursuant thereto, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Stifel at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Stifel to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (C) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement). The foregoing sentence shall not apply to (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent Stifel or any Alternative Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets by the Company, (iii) Common Stock issuable or sold pursuant to the Company’s any dividend reinvestment plan of the Company, (iv) issuance, grant or sale of Common Stock, options or other awards to purchase or otherwise acquire Common Stock or Common Stock issuable upon the exercise or payment of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus or (v) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended or replaced and restated from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereoftime.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent RBC Capital Markets at least three one (31) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing RBC Capital Markets to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, of any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) such shares or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent RBC Capital Markets pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise thereofof options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Capital One Securities at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through Capital One Securities and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Jefferies at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Jefferies suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Jefferies in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment any shares of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Jefferies or any Alternative Placement Agent pursuant to this Agreement, any Alternative Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (yx) Common Stock issuable pursuant to the Company’s any dividend reinvestment plan of the Company as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board board of Directors directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereofthereof and (z) the issuance of Securities in connection with the conversion of Common Units.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Citi at least three (3) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Citi suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares or securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockShares, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Shares to be offered and sold through the Sales Agent Citi pursuant to this Agreement or the Common Shares to be offered and sold through any Alternative Sales Agents Placement Agent pursuant to an their respective Alternative Distribution AgreementAgreements, (x) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (y) Common Stock Shares issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) the issuance, grant or sale of any equity incentive awards approved by the Board of Directors Trustees or the compensation committee thereof or the issuance or sale of Common Stock Shares upon exercise thereofthereof (including upon redemption of OP Units).

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Xxxxx Fargo Securities at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Xxxxx Fargo Securities suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Xxxxx Fargo Securities in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock Shares or securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common StockShares, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockShares, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Shares to be offered and sold through the Sales Agent Xxxxx Fargo Securities pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yx) Common Stock Shares issuable pursuant to the Company’s any Company dividend reinvestment plan plan, as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock Shares upon exercise thereof, and (z) the issuance of Securities in connection with an acquisition, merger or sale or purchase of assets.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent BNYMCM at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through BNYMCM and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent SunTrust at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through SunTrust and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the The Company will not, without (i) giving the Sales Agent HSBC at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent HSBC suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent HSBC in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock Securities to be offered and sold through the Sales Agent HSBC pursuant to this Agreement or any Alternative Sales Agents terms agreement, or the shares of Common Stock that may be sold pursuant to an any Alternative Distribution AgreementAgreement or any terms agreement delivered pursuant thereto, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Xxxxx Fargo Securities at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through Xxxxx Fargo Securities and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Agents at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales any Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales such Agent in light of the proposed sale, (A) offer, pledge, announce the intention to sell, sell, contract to sell, sell pledge, grant any option or contract to purchase, purchase make any option or contract to sell, grant any option, right or warrant for the short sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any with the Commission a registration statement under the Securities Act with respect relating to, except as provided hereunder, any securities of the Company that are substantially similar to the Securities, including but not limited to any options or warrants to purchase shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the foregoing (other than a shelf registration statement under Rule 415 under right to receive, Common Stock or any such substantially similar securities or publicly disclose the Securities Actintention to make any offer, a registration statement on Form S-8 sale, pledge, disposition or post-effective amendment to the Registration Statement) filing, or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 otherwise (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, other than (x) the Common Stock to be offered and sold through the Sales any Agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution any terms agreement relating to this Agreement, (y) Common Stock issuable with respect to and/or pursuant to employee stock incentive plans or long-term incentive plans, or upon the exercise, conversion or exchange of options or convertible or exchangeable securities, in each case described in the Company’s dividend reinvestment plan as it may be amended reports filed with the Commission under the Exchange Act, or replaced from time to time and (z) equity incentive awards approved by with respect to shares issued pursuant to any dividend reinvestment or employee share purchase plan described in the Board of Directors or Company’s reports filed with the compensation committee thereof or Commission under the issuance of Common Stock upon exercise thereofExchange Act).

Notice of Other Sales. From Upon the time issuance and during the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)given hereunder, the Company will not, without (i) giving the Sales Placement Agent at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Placement Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Placement Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Placement Agent pursuant to this Agreement or any Alternative Sales Agents Placement Agent pursuant to an Alternative Equity Distribution Agreement, (yAgreements,(x) Common Stock issuable pursuant to the Company’s any Company dividend reinvestment plan or Company employee stock purchase plan, as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon the vesting, exercise, or conversion thereof and (z) Common Stock issued pursuant to the exercise thereofor conversation, as applicable, of any warrants or Preferred Stock issued and outstanding as of the date of this Agreement.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Xxxxx at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Xxxxx to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (C) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement). The foregoing sentence shall not apply to (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent Xxxxx or any Alternative Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets by the Company, (iii) Common Stock issuable or sold pursuant to the Company’s any dividend reinvestment plan of the Company, (iv) issuance, grant or sale of Common Stock, options or other awards to purchase or otherwise acquire Common Stock or Common Stock issuable upon the exercise or payment of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus or (v) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended or replaced and restated from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereoftime.

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for of sales of all Placement Securities remaining under such Placement Notice (as amended by in the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Current Sales Agent at least three (3) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Current Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Agents in light of the proposed sale, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent Agents pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yx) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (zy) the issuance, grant or sale of any equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance or sale of Common Stock upon exercise thereofthereof (including upon redemption of OP Units).

Notice of Other Sales. From At any time that sales of the Shares have been made but not settled or at any time the Company issues a Placement Notice until has outstanding with any Manager any instructions to sell the settlement for sales of all Placement Securities remaining under Shares but such Placement Notice (as amended by the corresponding Acceptance, if applicable)instructions have not been fulfilled or cancelled, the Company will not, without (i) giving the Sales Agent Managers at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent Managers suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent Managers in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act415, a registration statement on Form S-8 or Form S-4 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Agent any Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, and (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it may be amended or replaced from time to time and (z) equity incentive awards approved by the Board board of Directors directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereofvesting thereof or the issuance of Common Stock pursuant to the Company’s employee stock purchase plan or (z) the issuance of any Common Stock to a seller in connection with any acquisition from such seller, provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 4(j).

Notice of Other Sales. From the time the Company issues a Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent RBC at least three five (35) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent RBC suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent RBC in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment any shares of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales RBC or any Alternative Placement Agent pursuant to this Agreement, any Alternative Distribution Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreementterms agreement, (yx) Common Stock issuable pursuant to the Company’s any dividend reinvestment plan of the Company as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board board of Directors directors of the Company or the compensation committee thereof or the issuance of Common Stock upon exercise thereofthereof and (z) the issuance of Securities in connection with the conversion of Common Units.

Notice of Other Sales. From During the time period beginning on the Company issues a date on which any Placement Notice until is delivered to the settlement for sales of all Placement Securities remaining under Agent hereunder and ending on the second (2nd) Trading Day immediately following the final Settlement Date with respect to Shares sold pursuant to such Placement Notice (as amended by the corresponding Acceptanceor, if applicable)the Placement Notice has been terminated or suspended prior to the sale of all Shares covered by a Placement Notice, the Company will not, without (i) giving the Sales Agent at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed suspension or termination), and, at any time during which a Placement Notice is pending and for two (2) Trading Days after the last sale and (ii) the Sales Agent suspending activity of Shares under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed salePlacement Notice, (Ai) 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 for the sale ofto purchase, lend lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or other equity securities of the Company or any securities convertible into or exercisable, redeemable or exchangeable for Common Stock or exercisable for other equity securities of the Company, or repayable with Common Stocksubmit to, or file with, the Commission any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement Registration Statement on Form S-8 or post-effective amendment to the Registration Statement) ), or publicly announce the intention to undertake any of the foregoing, or (Bii) enter into any swap or other agreement or any transaction that transfers transfers, in whole or in part, directly or indirectly, any of the economic consequence consequences of ownership of Common Stock or other equity securities of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common StockCompany, whether any such swap or transaction described in clause (Ai) or (Bii) above is to be settled by delivery of shares of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (vA) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be Shares offered and sold through the Sales Agent pursuant to under this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yB) securities issued pursuant to any of the Company’s equity incentive plans described in the Registration Statement and the Prospectus or upon the exercise of options granted thereunder, (C) Common Stock issuable pursuant upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to the Company’s dividend reinvestment plan Agent, (D) Common Stock, or 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 it may not to be amended or replaced from time to time integrated with the offering of Shares hereby, and (zE) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereofor any securities convertible into, or exercisable or exchangeable for, Common Stock, issued in connection with any merger or acquisition of securities, businesses, property or other assets or strategic investment.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent Cantor at least three (3) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing Cantor to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwiseotherwise or (C) file any registration statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415, a registration statement on Form S-8 or Form S-4 or a post-effective amendment to the Registration Statement). The foregoing sentence shall not apply to (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent Cantor or any Alternative Manager pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets by the Company, (iii) Common Stock issuable or sold pursuant to the Company’s any dividend reinvestment plan of the Company, (iv) issuance, grant or sale of Common Stock, options or other awards to purchase or otherwise acquire Common Stock or Common Stock issuable upon the exercise or payment of options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus or (v) the issuance of shares of Common Stock upon redemption of OP Units in accordance with the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended or replaced and restated from time to time and (z) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereoftime.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Citigroup at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through Citigroup and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Citigroup at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through Citigroup and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During each period commencing on the time the Company issues a date of each Placement Notice until and ending after the settlement close of business on the Settlement Date for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)related transaction, the Company will not, without (i) giving the Sales Agent SunTrust at least three one (31) business days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending directing SunTrust to suspend activity under this program Agreement for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed saleCompany, (A) 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 for the sale ofto purchase, or lend or otherwise transfer or dispose of, directly or indirectly, of any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) such shares or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through the Sales Agent SunTrust pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (yii) the issuance of securities in connection with an acquisition, merger or sale or purchase of assets described in the Prospectus, (iii) Common Stock issuable or sold pursuant to the Company’s dividend reinvestment plan or stock purchase plan as it may be amended or replaced from time to time and time, or (ziv) equity incentive awards approved by the Board of Directors issuance, grant or the compensation committee thereof or the issuance sale of Common Stock, options to purchase Common Stock or Common Stock issuable upon the exercise thereofof options or other equity awards pursuant to any stock option, stock bonus or other stock or compensatory plan or arrangement of the Company, including Common Stock issuable or sold upon redemption of OP Units of the Operating Partnership, provided such stock or compensatory plans or arrangements are disclosed in the Registration Statement and the Prospectus.

Notice of Other Sales. From Upon the time issuance and during the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice (as amended by the corresponding Acceptance, if applicable)given hereunder, the Company will not, without (i) giving the Sales Placement Agent at least three two (32) business daysBusiness Days’ prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Placement Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Placement Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (x) the Common Stock to be offered and sold through the Sales Placement Agent pursuant to this Agreement or any Alternative Sales Agents Placement Agent pursuant to an Alternative Equity Distribution AgreementAgreements, (yx) Common Stock issuable pursuant to the Company’s any Company dividend reinvestment plan or Company employee stock purchase plan, as it may be amended or replaced from time to time and time, (zy) equity incentive awards approved by the Board of Directors of the Company or the compensation committee thereof or the issuance of Common Stock upon the vesting, exercise, or conversion thereof and (z) Common Stock issued pursuant to the exercise thereofor conversation, as applicable, of any warrants or Preferred Stock issued and outstanding as of the date of this Agreement.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent Xxxxxxx Xxxxx at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through Xxxxxxx Xxxxx and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until given hereunder, and for 5 trading days following the settlement for sales termination of all Placement Securities remaining under such any Placement Notice (as amended by the corresponding Acceptance, if applicable)given hereunder, the Company will not, without (i) giving the Sales Agent at least three (3) business days’ prior written shall provide XX Xxxxx notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or promptly as deemed appropriate by the Sales Agent in light of the proposed sale, (A) offer, pledge, announce the intention reasonably possible before it offers to sell, sell, contract contracts to sell, sell sells, grants any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend sell or otherwise transfer or dispose of, directly or indirectly, disposes of any shares of Class A Common Stock (other than Placement Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Class A Common Stock (including, for the avoidance of doubt, the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock”)), warrants or exercisable for any rights to purchase or repayable acquire Class A Common Stock; provided, that such notice shall not be required in connection with the (i) issuance, grant or sale of Class A Common Stock, or file any registration statement under the Securities Act with respect options to any purchase shares of the foregoing (other than a shelf registration statement under Rule 415 under the Securities Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) above is to be settled by delivery of Class A Common Stock or such Class A Common Stock issuable upon the exercise of options or other securitiesequity awards pursuant to any stock option, stock bonus or other stock plan or arrangement described in cash the Prospectus, or otherwise. The foregoing sentence shall not apply to upon the conversion of Class B Common Stock outstanding as of the date of this Agreement and described in the Prospectus, (vii) the issuance of Common Stock securities in connection with the redemption an acquisition, merger or sale or purchase of OP Unitsassets, (wiii) the payment issuance or sale of stock dividends in the ordinary course of business, (x) the Class A Common Stock to be offered and sold through the Sales Agent pursuant to this Agreement or any Alternative Sales Agents pursuant to an Alternative Distribution Agreement, (y) Common Stock issuable pursuant to the Company’s dividend reinvestment plan as it that the Company may be amended or replaced adopt from time to time and provided the implementation of such is disclosed to XX Xxxxx in advance or (ziv) equity incentive awards approved by any shares of Class A Common Stock issuable upon the Board exchange, conversion or redemption of Directors securities or the compensation committee thereof exercise of warrants, options or the issuance of Common Stock upon exercise thereofother rights in effect or outstanding.

Notice of Other Sales. From During the time the Company issues a pendency of any Placement Notice until the settlement for sales of all Placement Securities remaining under such Placement Notice delivered hereunder (as amended by the corresponding Acceptance, if applicable), the Company will not, without (i) giving the Sales Agent BNYMCM at least three one (31) business days’ day prior written notice specifying the nature of the proposed sale and the date of such proposed sale and (ii) the Sales Agent suspending activity under this program for such period of time as requested by the Company or as deemed appropriate by the Sales Agent in light of the proposed sale, (A) 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 for the sale of, lend or otherwise transfer or dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for or repayable with Common Stock, or file any registration statement under the Securities 1933 Act with respect to any of the foregoing (other than a shelf registration statement under Rule 415 under the Securities 1933 Act, a registration statement on Form S-8 or post-effective amendment to the Registration Statement) or (B) enter into any swap or other agreement or any transaction that transfers in whole or in part, directly or indirectly, any of the economic consequence of ownership of the Common Stock, or any securities convertible into or exchangeable or exercisable for or repayable with Common Stock, whether any such swap or transaction described in clause (A) or (B) 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 (v) the issuance of Common Stock in connection with the redemption of OP Units, (w) the payment of stock dividends in the ordinary course of business, (xi) the Common Stock to be offered and sold through BNYMCM and the Sales Agent Alternative Placement Agents pursuant to this Agreement or any and the Alternative Sales Agents pursuant to an Alternative Equity Distribution AgreementAgreements, (yii) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion, redemption or exchange of a security outstanding at the time such Placement Notice is delivered, including Common Stock issuable upon exchange of operating partnership units of any operating partnership subsidiary of the Company (“OP Units”), (iii) any issuances of OP Units, (iv) Common Stock issuable pursuant to the Company’s direct dividend reinvestment plan as it may be amended or replaced from time to time time, and (zv) equity incentive awards approved by the Board of Directors or the compensation committee thereof or the issuance of Common Stock upon exercise thereof.