Common use of Restrictions on Ownership and Transfer Clause in Contracts

Restrictions on Ownership and Transfer. The Depositary Shares evidenced by this Depositary Receipt are subject to restrictions on ownership for the purpose of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Charter of the Company, (1) no Person shall Beneficially Own or Constructively Own Depositary Shares representing Class N Preferred Stock in excess of (a) 100% of the number of then outstanding shares of Class N Preferred Stock or (b) if fewer, the maximum number of shares of Class N Preferred Stock that, if then converted by the holder into Common Stock, would make such holder or any other Person the owner of a number of shares of Common Stock that would not exceed (x) the Ownership Limit applicable to shares of Common Stock as set forth in Article IV(B)(4) of the Charter or (y) if any Excepted Holder Limit has been created for such holder or other Person with respect to shares of Common Stock pursuant to Article IV(B)(4) of the Charter, such Excepted Holder Limit and (2) no Person, other than an Excepted Holder who is not considered an individual for purposes of Section 542(a)(2) of the Code, shall Beneficially Own or Constructively Own Depositary Shares representing shares of Class N Preferred Stock such that such Person would Beneficially Own or Constructively Own Capital Stock in excess of the Aggregate Stock Ownership Limit. Any Person who attempts to Beneficially Own or Constructively Own Depositary Shares representing shares of Class N Preferred Stock in excess of the above limitations must immediately notify the Company. All capitalized terms in this legend have the meanings defined in the Charter of the Company, a copy of which, including the restrictions on transfer, will be sent to any holder on request and without charge. Transfers in violation of the restrictions described above shall be void ab initio. Notwithstanding the foregoing, if the restrictions on ownership and transfer are violated, the Class N Preferred Stock represented by the Depositary Shares evidenced by this Depositary Receipt will be designated and treated as shares of Class N Excess Preferred Stock which will be held in trust by the Company. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Charter, a copy of which, including the restrictions on transfer, will be sent without charge to each holder who so requests. Such request must be made to the secretary of the Company at its principal office. The following abbreviations when used in the instructions on the face of this receipt shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenant in common UNIF GIFT MIN ACT - ______________________ Custodian _________________________________ (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Under Uniform Gifts to Minors Act _______________________________________ (State) Additional abbreviations may also be used though not in the above list.

Restrictions on Ownership and Transfer. The Depositary Shares evidenced Once there is a completed public offering of the Series C Preferred Stock, if the Board shall, at any time and in good faith, be of the opinion that actual or constructive ownership of at least 9.9% or more of the value of the outstanding capital stock of the Company has or may become concentrated in the hands of one owner, the Board shall have the power (i) by this Depositary Receipt are subject means deemed equitable by the Board, and pursuant to restrictions on ownership written notice, to call for the purpose purchase from any shareholder of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended. Except as otherwise provided pursuant to the Charter of the Company, (1) no Person shall Beneficially Own or Constructively Own Depositary Shares representing Class N Preferred Stock in excess of (a) 100% of the number of then outstanding shares of Class N Preferred Stock or (b) if fewer, the maximum number of shares of Class N Preferred Stock that, if then converted by the holder into Common Stock, would make such holder or any other Person the owner of corporation a number of shares of Common Series C Preferred Stock that would not exceed sufficient, in the opinion of the Board, to maintain or bring the direct or indirect ownership of such beneficial owner to no more than 9.9% of the value of the outstanding capital stock of the corporation, and (xii) the Ownership Limit applicable to refuse to transfer or issue shares of Common Series C Preferred Stock to any person whose acquisition of such Series C Preferred Stock would, in the opinion of the Board, result in the direct or indirect ownership by that person of more than 9.9% of the value of the outstanding capital stock of the Company. The purchase price for any shares of Series C Preferred Stock shall be equal to the fair market value of the shares reflected in the closing sales price for the shares, if then listed on a national securities exchange, or if the shares are not then listed on a national securities exchange, the purchase price shall be equal to the redemption price of such shares of Series C Preferred Stock. Payment of the purchase price shall be made within thirty days following the date set forth in the notice of call for purchase, and shall be made in such manner as may be determined by the Board. From and after the date fixed for purchase by the Board, as set forth in Article IV(B)(4) the notice, the holder of the Charter or (y) if any Excepted Holder Limit has been created shares so called for such holder or purchase shall cease to be entitled to distributions and other Person benefits with respect to such shares, excepting only the right to payment of the purchase price fixed as aforesaid. Any transfer of Series C Preferred Shares that would create an actual or constructive owner of more than 9.9% of the value of the outstanding shares of Common Stock pursuant capital stock of this Company shall be deemed void ab initio and the intended transferee shall be deemed never to Article IV(B)(4) have had an interest therein. If the foregoing provision is determined to be void or invalid by virtue of any legal decision, statute, rule or regulation, then the Chartertransferee of such Series C Preferred Shares shall be deemed, such Excepted Holder Limit and (2) no Person, other than an Excepted Holder who is not considered an individual for purposes of Section 542(a)(2) of at the Code, shall Beneficially Own or Constructively Own Depositary Shares representing shares of Class N Preferred Stock such that such Person would Beneficially Own or Constructively Own Capital Stock in excess of the Aggregate Stock Ownership Limit. Any Person who attempts to Beneficially Own or Constructively Own Depositary Shares representing shares of Class N Preferred Stock in excess of the above limitations must immediately notify the Company. All capitalized terms in this legend have the meanings defined in the Charter option of the Company, a copy of which, including the restrictions to have acted as agent on transfer, will be sent to any holder on request and without charge. Transfers in violation behalf of the restrictions described above shall be void ab initio. Notwithstanding the foregoing, if the restrictions Company in acquiring such shares and to hold such shares on ownership and transfer are violated, the Class N Preferred Stock represented by the Depositary Shares evidenced by this Depositary Receipt will be designated and treated as shares behalf of Class N Excess Preferred Stock which will be held in trust by the Company. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference Notwithstanding anything herein to the Chartercontrary, a copy the Company and its transfer agent may refuse to transfer any shares of whichSeries C Preferred Stock, including the restrictions on passing either by voluntary transfer, by operation of law, or under the last will be sent without charge to each holder who so requests. Such request must be made and testament of any shareholder if such transfer would or might, in the opinion of the Board or counsel to the secretary Company, disqualify the Company as a Real Estate Investment Trust under the Internal Revenue Code. Nothing herein contained shall limit the ability of the Company at its principal officeto impose or to seek judicial or other imposition of additional restrictions if deemed necessary or advisable to preserve the Company's tax status as a qualified Real Estate Investment Trust. The following abbreviations when used in Nothing herein contained shall preclude settlement of any transaction entered into through the instructions on facilities of the face of this receipt shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenant in common UNIF GIFT MIN ACT - ______________________ Custodian _________________________________ (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Under Uniform Gifts to Minors Act _______________________________________ (State) Additional abbreviations may also be used though not in the above listNew York Stock Exchange.

Restrictions on Ownership and Transfer. In order for DLR to qualify as a REIT under the Code, its stock must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year. Also, not more than 50% of the value of the outstanding shares of stock may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities such as qualified pension plans) during the last half of a taxable year (other than the first year for which an election to be a REIT has been made). DLR’s charter contains restrictions on the ownership and transfer of the common stock, preferred stock and capital stock that are intended to assist DLR in complying with these requirements and continuing to qualify as a Table of Contents REIT. The Depositary Shares evidenced by this Depositary Receipt are relevant sections of the charter provide that, subject to the exceptions described below, no person or entity may beneficially own, or be deemed to own by virtue of the applicable constructive ownership provisions of the Code, more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of the common stock or of any series of preferred stock, or more than 9.8% of the value of DLR’s outstanding capital stock. DLR refers to these restrictions as the “common stock ownership limit,” the “preferred stock ownership limit” and the “aggregate stock ownership limit,” respectively. A person or entity that becomes subject to one of the ownership limits by virtue of a violative transfer that results in a transfer to a trust, as set forth below, is referred to as a “purported beneficial transferee” if, had the violative transfer been effective, the person or entity would have been a record owner and beneficial owner or solely a beneficial owner of the common stock, any series of preferred stock, or the capital stock, as applicable, or is referred to as a “purported record transferee” if, had the violative transfer been effective, the person or entity would have been solely a record owner of the common stock, any series of the preferred stock, or the capital stock, as applicable. The constructive ownership rules under the Code are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be owned constructively by one individual or entity. As a result, the acquisition of less than 9.8% of the common stock or any series of the preferred stock or less than 9.8% of the value of the outstanding capital stock (or the acquisition of an interest in an entity that owns, actually or constructively, DLR’s capital stock) by an individual or entity could, nevertheless, cause that individual or entity, or another individual or entity, to own constructively more than 9.8% of the outstanding common stock or a series of the preferred stock or capital stock, as applicable, and thereby subject such stock to the applicable ownership limit. The DLR board may, in its sole discretion waive, prospectively or retroactively, the common stock ownership limit or aggregate stock ownership limit with respect to a particular stockholder if it: • determines that such waiver will not cause any individual’s beneficial ownership of shares of DLR’s capital stock to violate the aggregate stock ownership limit and that any exemption from the applicable ownership limit will not jeopardize DLR’s status as a REIT; and • determines that such stockholder does not and will not own, actually or constructively, an interest in a tenant of DLR that would cause DLR to own, actually or constructively, more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant or that any such ownership would not cause DLR to fail to qualify as a REIT under the Code. The DLR board may also, in its sole discretion waive, prospectively or retroactively, the preferred stock ownership limit with respect to a particular stockholder if it determines that such waiver will not: (1) cause any individual’s beneficial ownership of shares of DLR’s capital stock to violate the aggregate stock ownership limit, or (2) jeopardize DLR’s status as a REIT. In connection with a waiver of an ownership limit or at any other time, the DLR board may increase the applicable ownership limit for one or more persons and decrease the applicable ownership limit for all other persons and entities; provided, however, that the decreased ownership limit will not be effective for any person or entity whose percentage ownership in the common stock, any series of the preferred stock or capital stock, as applicable, exceeds the decreased ownership limit until such time as such person or entity’s percentage ownership equals or falls below the decreased ownership limit; but any further acquisition of the common, preferred or capital stock, as applicable, in excess of such percentage ownership will be in violation of the applicable ownership limit. Additionally, the new ownership limit, as applicable, may not allow five or fewer stockholders to beneficially own more than 49% in value of DLR’s outstanding capital stock. Any person who acquires or attempts or intends to acquire beneficial or constructive ownership of shares of DLR’s stock that will or may violate any of the foregoing restrictions on transferability and ownership for will be required to give notice immediately to DLR and provide it with such other information as it may request in order to determine the purpose effect of the Company’s maintenance of such transfer on its status as a real estate investment trust under REIT. The foregoing provisions on transferability and Table of Contents ownership will not apply if the Internal Revenue Code of 1986DLR board determines that it is no longer in DLR’s best interests to attempt to qualify, or to continue to qualify, as amendeda REIT. Except Pursuant to DLR’s charter, if any purported transfer of DLR’s stock or any other event would otherwise result in any person violating the ownership limits or such other limit as established by the DLR board or would result in DLR’s being “closely held” under Section 856(h) of the Code or otherwise provided pursuant failing to qualify as a REIT, then that number of shares in excess of the applicable ownership limit or causing DLR to be “closely held” or otherwise to fail to qualify as a REIT (rounded up to the Charter nearest whole share) will be automatically transferred to, and held by, a trust for the exclusive benefit of one or more charitable organizations selected by DLR and the intended transferee will acquire no rights in such shares. The automatic transfer will be effective as of the Companyclose of business on the business day prior to the date of the violative transfer or other event that results in the transfer to the trust. Any dividend or other distribution paid to the purported record transferee, prior to DLR’s discovery that the shares had been automatically transferred to a trust as described above, must be repaid to the trustee upon demand for distribution to the beneficiary of the trust, and the trustee may reduce the amount payable to the purported record transferee upon the sale of the shares transferred to the trustee (as described below) by the amount of any such dividends or other distributions which have not been repaid to the trustee. If the transfer to the trust as described above is not automatically effective, for any reason, to prevent a violation of the applicable ownership limit or the DLR’s being “closely held” or otherwise failing to qualify as a REIT, then the charter provides that the transfer of the shares in excess of the ownership limit will be void. If any transfer would result in shares of DLR’s stock being beneficially owned by fewer than 100 persons, then any such purported transfer will be void and of no force or effect and the intended transferee will acquire no rights in the shares. Shares of DLR’s stock transferred to the trustee are deemed offered for sale to DLR, or its designee, at a price per share equal to the lesser of (1) no Person shall Beneficially Own or Constructively Own Depositary Shares representing Class N Preferred Stock the price paid by the purported record transferee for the shares (or, if the event which resulted in excess the transfer to the trust did not involve a purchase of (a) 100% such shares of DLR’s stock at market price, the last sales price reported on the NYSE on the trading day immediately preceding the day of the number event which resulted in the transfer of then outstanding such shares of Class N Preferred Stock or (bDLR’s stock to the trust) if fewer, the maximum number of shares of Class N Preferred Stock that, if then converted by the holder into Common Stock, would make such holder or any other Person the owner of a number of shares of Common Stock that would not exceed (x) the Ownership Limit applicable to shares of Common Stock as set forth in Article IV(B)(4) of the Charter or (y) if any Excepted Holder Limit has been created for such holder or other Person with respect to shares of Common Stock pursuant to Article IV(B)(4) of the Charter, such Excepted Holder Limit and (2) no Personthe market price on the date DLR, other than an Excepted Holder who is not considered an individual or its designee, accepts such offer. DLR may reduce the amount payable to the purported record transferee by the amount of dividends and distributions which have been paid to the purported record transferee and are owed by the purported record transferee to the trustee. DLR will pay the amount of such reduction to the trustee for purposes of Section 542(a)(2) the benefit of the Code, shall Beneficially Own or Constructively Own Depositary Shares representing charitable beneficiary. DLR has the right to accept such offer until the trustee has sold the shares of Class N Preferred Stock DLR’s stock held in the trust pursuant to the clauses discussed below. Upon a sale DLR, the interest of the charitable beneficiary in the shares sold terminates and the trustee must distribute the net proceeds of the sale to the purported record transferee and any dividends or other distributions held by the trustee with respect to such that stock will be paid to the charitable beneficiary. If DLR does not buy the shares, the trustee must, within 20 days of receiving notice from DLR of the transfer of shares to the trust, sell the shares to a person or entity designated by the trustee who could own the shares without violating the common stock ownership limit or the preferred stock ownership limit, as applicable, and the aggregate stock ownership limit or such Person would Beneficially Own other limit as established by the DLR board. After that, the trustee must distribute to the purported record transferee an amount equal to the lesser of (1) the price paid by the purported record transferee or Constructively Own Capital Stock owner for the shares (or, if the event which resulted in the transfer to the trust did not involve a purchase of such shares at market price, the last sales price reported on the NYSE on the trading day immediately preceding the day of the event which resulted in the transfer of such shares of DLR’s stock to the trust) and (2) the sales proceeds (net of commissions and other expenses of sale) received by the trustee for the shares. The trustee may reduce the amount payable to the purported record transferee by the amount of dividends and distributions which have been paid to the purported record transferee and are owed by the purported record transferee to the trustee. Any net sales proceeds in excess of the Aggregate Stock Ownership Limitamount payable to the purported record transferee will be immediately paid to the charitable beneficiary, together with any dividends or other distributions thereon. Any Person who attempts In addition, if prior to Beneficially Own or Constructively Own Depositary Shares representing discovery by DLR that shares of Class N Preferred Stock in excess its stock have been transferred to a trust, such shares of stock are sold by a purported record transferee, then such shares shall be deemed to have been sold on behalf of the above limitations must immediately notify trust and to the Companyextent that the purported record transferee received an amount for or in Table of Contents respect of such shares that exceeds the amount that such purported record transferee was entitled to receive, such excess amount shall be paid to the trustee upon demand. All capitalized terms in this legend have the meanings defined The purported beneficial transferee or purported record transferee has no rights in the Charter of shares held by the Company, a copy of which, including the restrictions on transfer, will be sent to any holder on request and without chargetrustee. Transfers in violation of the restrictions described above shall be void ab initio. Notwithstanding the foregoingIn addition, if the DLR board or other permitted designees determine in good faith that a proposed transfer would violate the restrictions on ownership and transfer are violatedset forth in the charter, the Class N Preferred Stock represented DLR board or other permitted designees will take such action as it deems or they deem advisable to refuse to give effect to or to prevent such transfer, including, but not limited to, causing DLR to redeem shares of common stock or preferred stock, refusing to give effect to the transfer on DLR’s books or instituting proceedings to enjoin the transfer. Any beneficial owner or constructive owner of shares of DLR’s stock and any person or entity (including the stockholder of record) who is holding shares of DLR’s stock for a beneficial owner must, on request, provide DLR with a completed questionnaire containing the information regarding the ownership of such shares, as set forth in the applicable Treasury Regulations. In addition, any person or entity that is a beneficial owner or constructive owner of shares of DLR’s stock and any person or entity (including the stockholder of record) who is holding shares of DLR’s stock for a beneficial owner or constructive owner shall, on request, be required to disclose to DLR in writing such information as DLR may request in order to determine the effect, if any, of such stockholder’s actual and constructive ownership of shares of DLR’s stock on its status as a REIT and to ensure compliance with the common stock ownership limit, the preferred stock ownership limit and the aggregate stock ownership limit, or as otherwise permitted by the Depositary Shares evidenced by this Depositary Receipt will be designated and treated as DLR board. All certificates representing shares of Class N Excess Preferred Stock which will be held in trust by the Company. The foregoing summary does not purport to be complete DLR’s common stock and is subject to and qualified in its entirety by reference preferred stock bear a legend referring to the Charter, a copy of which, including the restrictions on transfer, will be sent without charge to each holder who so requests. Such request must be made to the secretary of the Company at its principal office. The following abbreviations when used in the instructions on the face of this receipt shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenant in common UNIF GIFT MIN ACT - ______________________ Custodian _________________________________ (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common Under Uniform Gifts to Minors Act _______________________________________ (State) Additional abbreviations may also be used though not in the above listdescribed above.