Common use of Sale and Delivery of Shares Clause in Contracts

Sale and Delivery of Shares. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Agent, acting as sales agent, and the Agent agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. The compensation to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this AgreementAgreement and that the Company has instructed the Agent to make such sales. The On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. On any Trading Day, the Company shall sell Shares through only one of the Sales Agents, but in no event through both, and the Company shall give prior notice to the Sales Agents by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the Agent) to notify any change of the Sales Agent through whom the sale of Shares will be effected and the Company shall in no event request that Agent and an Alternative Agent sell Shares on the same day. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees, directors or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which either of the Sales Agents is acting for the Company in a capacity other than as Agent under the Sales Agreements, any Terms Agreement or any Alternative Terms Agreement. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under the Sales Agreements, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or (iii) in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent in writing; provided, however, that clause (iii) of this subsection (c) shall not apply until the earlier of (x) the approval for listing of the Shares on the NYSE or (y) three business days after the date hereof. The In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares pursuant to this Agreement for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by the Company and Agent on the Agent pursuant NYSE or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 2.0% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required with an itemization of such deductions. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation that is customary for the Agent with respect to such transactions. vi. (e) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares sold pursuant to the Sales Agreements, any Terms Agreement and any Alternative Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement, (iii) authorized from time to time to be issued and sold under the Sales Agreements, any Terms Agreement or any Alternative Terms Agreement by the Company’s board of directors, or a duly authorized committee thereof or (iv) approved for listing on the NYSE; provided, however, that clause (iv) of this subsection (f) shall not apply until the earlier of (x) the approval for listing of the Shares on the NYSE or (y) three business days after the date hereof. Such compensation In addition, under no circumstances shall any Shares be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. (g) Other than during a Suspension Period, if either party believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under the Sales Agreements, any Terms Agreement and any Alternative Terms Agreement shall be set forth and invoiced suspended until that or other exemptive provisions have been satisfied in periodic statements from the Agent judgment of each party; provided, that such notice shall be a condition precedent to the Companycommencement of any offering of Shares under this Agreement upon the termination of the Suspension Period, with payment to be made by the Company promptly after its receipt thereofif applicable. vii. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale ofsale, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Agent believes the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k3(j), (l), (mk) and (nl) hereof; , respectively, subject to further agreement between the Company and the Agent, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g2(i), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsPrincipal Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Principal Market is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this AgreementAgreement and that the Company has instructed the Agent to make such sales. The On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by email, which confirmation will designate be promptly acknowledged by the Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such day and the minimum price per Share at which such Shares may be soldsold (subject, in each case, to the limitations specified in Sections 2(c) and (f)). Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time or (ii) in a number or with an aggregate gross sales price, together with all sales of Shares under this Agreement and the Alternative Sales Agreements, in excess of the Maximum Amount or the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, any Terms Agreement and any Alternative Sales Agreements, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the Principal Market, and in each case notified to the Agent in writing. The In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailemail, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Further, on any Trading Day, the Company shall sell Shares through only one of the Agent or an Alternative Agent. The requirement that the Company sell Shares through only one of the Agent or an Alternative Agent on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Common Stock sold by the Company and Agent on the Agent pursuant Principal Market or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 2.0% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental or self-regulatory organization Governmental Entity in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required with an itemization of such deductions. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares that would constitute a “distribution”, within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation that is customary for the Agent with respect to such transactions. vi. The (e) If acting as sales agent hereunder, the Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE Principal Market each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) Under no circumstances shall the number or aggregate gross sales price, as the case may be, of Shares sold pursuant to this Agreement, any Terms Agreement and any Alternative Sales Agreement exceed the Maximum Amount or the number or aggregate gross sales price, as the case may be, of Shares of Common Stock (i) available for issuance under the Prospectus and the then currently effective Registration Statement or (ii) authorized from time to time to be issued and sold under this Agreement, any Terms Agreement or any Alternative Sales Agreement by the Company’s board of directors, or a duly authorized committee thereof or approved for listing on the Principal Market, and in each case referred to in this clause (ii), and notified to the Agent in writing. Such compensation In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. (g) If either party believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement and any Terms Agreement shall be set forth and invoiced suspended until that or other exemptive provisions have been satisfied in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereofjudgment of each party. vii. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, of any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Agent believes that the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter letters and opinions and letters of counsel called for by Sections 4(k3(i), (l), (mj) and (nk) hereof; , respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(n) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter letters and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Statement Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, each of the Company and the Operating Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement; provided, that if such date occurs during a Suspension Period, the Company and the Operating Partnership shall not be deemed to have affirmed such representations and warranties until the next of such dates after the end of the Suspension Period. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company and the Operating Partnership herein, to the performance by the Company and the Operating Partnership of their respective obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. Subject (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by (i) Each time that the Company wishes to issue and the Agent sell Shares on any day that (A) is a trading day for the NYSE Nasdaq Global Select Market (the “NASDAQ”) (a “Trading Day”) (other than a day Trading Day on which the NYSE NASDAQ is scheduled to close prior to its regular weekday closing time) pursuant to this Agreement (each, a “Placement”), it will instruct the Manager by telephone of the parameters in accordance with which it desires Shares to be sold, which shall at a minimum include the number of Shares to be offered, the time period during which sales are requested to be made, the minimum price below which sales may not be made and any limitation on the number of Shares that may be sold in any one day (Ba “Placement Notice”). If the Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Manager will, prior to 4:30 p.m. (New York City time) or, if later, within three hours after receipt of the Placement Notice, on the same business day (as defined below) on which such Placement Notice is delivered to the Manager, issue to the Company a notice by email addressed to all of the authorized representatives of the Company on Schedule C hereto (the “Authorized Company Representatives”) confirming all of the parameters of the Placement or setting forth the terms it is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Manager until the Company delivers to the Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by any of the Authorized Company Representatives of the email notice from the Manager or upon receipt by the Manager of the Company’s Acceptance, as the case may be, unless and until (i) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum entire amount of the Shares to be sold covered by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less Placement Notice have been sold, (ii) any amounts already issued and sold pursuant to in accordance with Section 4(a)(ii) hereof, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement and has been terminated under the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldprovisions of Section 10. Subject to the terms and conditions hereofhereof (including, without limitation, the Agent accuracy of the representations and warranties of the Company, the Adviser and the Administrator, the performance by the Company of its covenants and other obligations contained herein and the satisfaction of additional conditions specified in Section 6) the Manager shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations regulations, to offer and sell such all of the Shares as required under this Agreementdesignated in the Placement Notice; provided, and (C) however, that the Agent Manager shall be under have no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale ofoffer or sell any Shares, and the Agent Company acknowledges and agrees that the Manager shall not have no such obligation in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Manager constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Manager reasonably believes it may be obligated deemed an “underwriter” under the 1933 Act in a transaction that is other than (A) by means of ordinary brokers’ transactions between members of the NASDAQ that qualify for delivery of a Prospectus to use its reasonable efforts to sellthe NASDAQ in accordance with Rule 153 under the 1933 Act or (B) directly on or through an electronic communication network, a “dark pool” or any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors similar market venue (the transactions described in (A) and (B) are hereinafter referred to as “BoardAt the Market Offerings”). (ii) Notwithstanding the foregoing, or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailmail from such party), suspend the offering of the Shares for any reason and at any timepursuant to this Agreement or suspend or terminate a previously issued Placement Notice; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (iii) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a4(a), other than (A) by means of ordinary brokers’ transactions between members of At the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) Market Offerings and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent Manager. (iv) The gross sales price of any Shares sold pursuant to a Terms Agreement. v. this Agreement by the Manager acting as sales agent of the Company shall be equal to, in the discretion of the Manager, the market price prevailing at the time of sale for the Shares sold by the Manager on the NASDAQ or otherwise, at prices related to prevailing market prices or at negotiated prices (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). The compensation to the Agent Manager, as an agent of the Company, for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below4(a). The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time applicable time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees fees, transfer taxes or any similar taxes imposed on the Agent by any governmental or self-regulatory organization in respect of connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (v) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly as soon as practicable following the close of trading on the NYSE NASDAQ each day in which the Shares are sold under this Section 3(a4(a) setting forth the number aggregate amount of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the aggregate compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation If requested in the Placement Notice, the Manager shall be set forth and invoiced in periodic statements from the Agent provide written confirmation to the Company’s transfer agent (at the address set forth in the Placement Notice) of the aggregate amount of the Shares sold on such day, with payment to be made by at the time the Company promptly after its receipt thereofis sent such information. vii. (vi) Settlement for sales of the Shares pursuant to this Section 3(a4(a) will occur on the third Business second Trading Day following the date on which such sales are made (provided that, if such second Trading Day is not a business day, then settlement will occur on the next succeeding Trading Day that is also a business day), unless another date shall be agreed upon by the Company and the Manager (each such daydate, a “Settlement Date”). As used herein, the term “business day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law, regulation or executive order to close. On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery electronically transferring the Shares by the Company or its transfer agent to the Manager’s account, or to the account of the Shares to the AgentManager’s account designee, at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Manager, which in all cases shall be freely tradable, transferable, registered shares eligible for delivery through DTC, in return for payments in same day funds delivered to the account designated by the Company. If the Company Company, or its transfer agent (if applicable) ), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds The Authorized Company Representatives, or any designees thereof as notified to the Manager in writing, shall be the contact persons for the Company on any for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section 4(a)(vi). (vii) At each Time of Sale, Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, and Representation Date (as defined in Section 4(k)5(s) and Filing Date (as defined in Section 4(x)hereof), the Company Company, the Adviser and the Administrator shall be deemed to have affirmed each representation their respective representations and warranty warranties contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company Company, the Adviser and the Administrator herein, to the performance by the Company Company, the Adviser and the Administrator of its their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (bi) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a4(a) of this Agreement (each, a “Placement”)or as set forth in Section 4(a) of any Alternative Equity Distribution Agreement, it will may elect, in its sole discretion, to notify the Agent Manager of the proposed terms of such Placementsale. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company Company, wishes to accept amended terms, the Agent and Manager, the Company and, if applicable, the Alternative Managers will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a any Terms Agreement, the terms of such Terms Agreement will control. For avoidance of doubt, nothing contained in this Agreement shall be construed to require the Company to engage the Manager or any Alternative Managers in connection with the offer and sale of any of the Company’s securities, including shares of its Common Stock, whether in connection with an underwritten offering or otherwise. (c) Each In the event the Company engages the Manager for a sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for that would constitute the sale of such Shares toa “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the purchase thereof by, Manager will agree to compensation and deliverables that are customary for the Agent. A Terms Agreement may also specify certain provisions relating Manager with respect to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agenttransactions. (d) Under (i) On or after the date of this Agreement, under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate value gross sales proceeds or the aggregate number of the Shares sold pursuant to this Agreement, the Agreement and any Alternative Equity Distribution Agreements and any Terms Agreement would exceed the lesser of (iA) the Maximum Amount, (iiB) the number of shares of the Common Stock amount available for issuance offer and sale under the currently effective Registration Statement or (iiiC) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the BoardCompany’s board of directors, or a duly authorized committee thereof, and notified to the Agent Manager in writing, and (D) the amount that would require approval of the stockholders of the Company under Nasdaq Rule 5635 (or any successor rule). Under no circumstances shall the Company cause or request the offer or sale of any Shares (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Manager in writing and (ii) at a price (net of the Manager’s commission, discount or other compensation for such sales payable by the Company pursuant to this Section 4) lower than the Company’s then current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company has received the requisite approval from the Company’s stockholders and the board of directors or a duly authorized committee thereof as required by the 1940 Act, and notifies the Manager in writing. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 4(d) on the number and the price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The Manager shall have no responsibility for maintaining records with respect to the Shares available for sale under the Registration Statement. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on If any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party parties and sales of the Shares under this Agreement and any Terms Alternative Equity Distribution Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. . Upon the reasonable request of the Company in writing to the Manager (g) Notwithstanding any other provision of this Agreementwhich such request may be by electronic mail), the Company Manager shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice promptly calculate and provide in writing to the Agent given by telephone (confirmed promptly by telecopy or email)Company a report setting forth, shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Timeprior week, the Company shall average daily trading volume (ias defined in Rule 100 of Regulation M under the Exchange Act) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationCommon Stock.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsPrincipal Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Principal Market is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this AgreementAgreement and that the Company has instructed the Agent to make such sales. The On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by email, which confirmation will designate be promptly acknowledged by the Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such day and the minimum price per Share at which such Shares may be soldsold (subject, in each case, to the limitations specified in Sections 2(c) and (f)). Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, Agreement and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time or (ii) in a number or with an aggregate gross sales price, together with all sales of Shares under this Agreement and the Alternative Sales Agreements, in excess of the Maximum Amount or the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, any Terms Agreement and any Alternative Sales Agreements, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the Principal Market, and in each case notified to the Agent in writing. The In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailemail, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Further, on any Trading Day, the Company shall sell Shares through only the Agent or one of the Alternative Agents. The requirement that the Company sell Shares through only the Agent or one of the Alternative Agents on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Common Stock sold by the Company and Agent on the Agent pursuant Principal Market or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 2.0% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental or self-regulatory organization Governmental Entity in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required with an itemization of such deductions. Notwithstanding the foregoing, in the event the Company engages the Agent for a sale of Shares that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation that is customary for the Agent with respect to such transactions. vi. The (e) If acting as sales agent hereunder, the Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE Principal Market each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) Under no circumstances shall the number or aggregate gross sales price, as the case may be, of Shares sold pursuant to this Agreement, any Terms Agreement and any Alternative Sales Agreement exceed the Maximum Amount or the number or aggregate gross sales price, as the case may be, of Shares of Common Stock (i) available for issuance under the Prospectus and the then-currently effective Registration Statement or (ii) authorized from time to time to be issued and sold under this Agreement, any Terms Agreement or any Alternative Sales Agreement by the Company’s board of directors, or a duly authorized committee thereof or approved for listing on the Principal Market, and in each case referred to in this clause (ii), and notified to the Agent in writing. Such compensation In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. (g) If either party believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement and any Terms Agreement shall be set forth and invoiced suspended until that or other exemptive provisions have been satisfied in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereofjudgment of each party. vii. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) against payments by the Agent of the Net Proceeds from the sale of such Shares in return for payments in same same-day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, of any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Agent believes that the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter letters and opinions and letters of counsel called for by Sections 4(k3(i), (l), (mj) and (nk) hereof; , respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(n) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter letters and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Statement Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, each of the Company and the Operating Partnership shall be deemed to have affirmed each representation and warranty contained in this Agreement; provided, that if such date occurs during a Suspension Period, the Company and the Operating Partnership shall not be deemed to have affirmed such representations and warranties until the next of such dates after the end of the Suspension Period. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company and the Operating Partnership herein, to the performance by the Company and the Operating Partnership of their respective obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the Agent, acting as sales agent, and the Agent agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (B) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Class A Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its commercially reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. The compensation to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement and Representation Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value amount of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Class A Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than oneone Agent or Alternative Agent, and the Company shall in no event request that the Agent and any of the Alternative Agents Agent sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company’s xxxxxxx xxxxxxx policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Class A Common Stock by the Company’s officers or directors, (ii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (iiiii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares pursuant to this Agreement at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K K, which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; , if applicable, respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o4(p) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto Company and the Agent agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof hereof, if applicable, and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares from time to time through the Agent, acting as sales agent, and the Agent Manager agrees to use its reasonable efforts to sell, sell the Shares as sales agent for the Company, Forward Purchaser in the Shares on manner contemplated by the following termsGeneral Disclosure Package. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company Company, the Forward Purchaser and the Agent Manager on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 4 of this AgreementAgreement and that the Company has instructed the Manager to make such sales. The Company On any Trading Day, the Company, in consultation with the Forward Purchaser and the Manager, may instruct the Manager by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Manager) as to the maximum amount of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent Manager on such day (in any event not in excess of (i) the amount then available for issuance sale under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent Manager shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent for the Forward Purchaser all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees the Manager each acknowledge and agree that (A) there can be no assurance that the Agent Manager will be successful in selling the Shares, (B) the Agent Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent Manager shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Companybasis. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent Manager shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) having an aggregate offering price in excess of the aggregate offering price of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, and notified to the Agent Manager in writing. The In addition, the Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Under no circumstances shall the aggregate offering price of Shares sold pursuant to this Agreement and the Additional Distribution Agency Agreement exceed the aggregate offering price of Shares set forth in the “Introductory” paragraph of this Agreement or the aggregate offering price of Common Stock available for sale under the currently effective Registration Statement. Notwithstanding any of the provisions of this Agreement, in the event that either (i) the Forward Purchaser is unable to borrow and deliver any Shares for sale under this Agreement or (ii) in the sole judgment of the Forward Purchaser, it is either impracticable to do so or the Forward Purchaser would incur a stock loan cost that is equal to or greater than 75 basis points per annum to do so, then the Manager shall only be required to sell on behalf of the Forward Purchaser the aggregate number of Shares that the Forward Purchaser is able to, and that it is practicable to, so borrow below such cost. iv. (d) The Agent hereby covenants Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares pursuant to this Agreement or the Additional Distribution Agency Agreement shall be effected by or through only one of the Manager or the Additional Manager on any single day, but in no event by both, and agrees the Company shall in no event request that the Manager and the Additional Manager sell Shares on the same day. (e) If either party reasonably believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party and sales of Shares under this Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (f) The Manager shall not make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), Forward Purchaser other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the 1933 Act Regulations. (g) The gross sales price of any Shares on behalf of the Company in its capacity as agent of the Company as sold pursuant to this Agreement shall be the market or other price agreed to by the Company and the Agent pursuant to a Terms Agreement. v. Manager for Shares sold by the Manager under this Agreement at the time of such sale. The compensation payable to the Agent Manager for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed ratedeemed to equal the difference between such gross proceeds and the amount payable by the Forward Purchaser to the Company under the Confirmation(s), not to exceed 2.0 % assuming full physical settlement of the gross sales price Confirmation(s) based on the Initial Forward Price (as such term is defined in the Confirmation(s)). The amount payable by the Forward Purchaser to the Company under the Confirmation(s), assuming full physical settlement of the Shares sold pursuant to this Section 3(aConfirmation(s) and payable as described in based on the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principalInitial Forward Price, in which case the Company may sell Shares subject to the Agent as principal at a price agreed upon at adjustment and other provisions of the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, Confirmation(s) shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (h) The Agent Manager shall provide written confirmation (which may be by facsimile telecopy or electronic mailemail) to the Company promptly following the close of trading on the NYSE each day in on which the Shares are sold under this Section 3(a) Agreement setting forth the number of Shares sold on such day, the price or prices at which such Shares were sold on such day, the aggregate gross sales proceeds and of the Shares, the Net Proceeds to the Company, Company and the compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. (i) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Manager (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company Forward Purchaser to the Agent against payment Manager. (j) Notwithstanding any other provision of this Agreement, the Net Proceeds for Company and the Manager agree that no sales of Shares shall take place, and the Company shall not request the sale of such Shares. Settlement for all such any Shares that would be sold, and the Manager shall not be effected by free delivery obligated to sell, (A) during any period starting on the first day of each fiscal quarter of the Shares to Company and ending on the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by on which the Company. If ’s xxxxxxx xxxxxxx policy, as it exists on the Company date of the Agreement, does not prohibit the purchases or sales of the Company’s Common Stock by its transfer agent officers or directors, or (if applicableB) shall default during any other period in which the Prospectus or any amendment or supplement thereto includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) At each Applicable Time and on its obligation to deliver the Shares on any each Settlement Date, each date the Registration Statement or the Prospectus shall be amended or supplemented (other than a prospectus supplement to the Prospectus included as part of the Registration Statement filed pursuant to Rule 424(b) of the 1933 Act Regulations relating solely to the offering of securities other than the Shares) (a “Registration Statement Amendment Date”) and each date the Company shall files an Annual Report on Form 10-K or a Quarterly Report on Form 10-Q or an amendment to any such document (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the “Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Periodic Report Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)”), the Company shall be deemed to have affirmed each representation and warranty (except for the representation and warranty in Section 1(l) hereof, which the Company shall be deemed to have affirmed only at each Company Periodic Report Date) and its compliance with each covenant and other agreement contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate (unless the Company shall have notified the Manager to the Registration Statement and contrary in writing). The Company shall cause a senior corporate officer of the Prospectus as amended as Company from time to time designated by the Company (which senior corporate officer shall initially be one of the senior corporate officers specified in Exhibit C hereto) to respond via electronic mail to a communication from the Manager in the form set forth in Exhibit C hereto when, during the term of this Agreement, the Company shall have received such datea communication. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company Forward Purchaser shall be subject to to, as determined in the reasonable discretion of the Manager, the continuing accuracy of the representations and warranties of the Company, the compliance by the Company with each covenant contained herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 4 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time time. Sales of the Shares, if any, through the Agent, Agent acting as sales agent, and agent or directly to the Agent agrees to use its reasonable efforts to sell, acting as sales agent for the Company, the Shares principal will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on an agented basis on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed the Agent to make such sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Company may sell Shares through only one of the Agents and, if it determines to do so, shall instruct the Agent or one of the Alternative Agents, as applicable, by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent or such Alternative Agent, as applicable) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. For the avoidance of doubt, the foregoing limitation to sell Shares through only one of the Agents on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its Subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx X. Xxxxx & Co. Incorporated or Xxxxxxxxx LLC is acting for the Company in a capacity other than as Agent or Alternative Agent under this Agreement or either Alternative Sales Agreement, respectively. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company and the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), the Agent shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practicesand sales practices and applicable law and regulations, to sell all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company as sales agent in accordance with such instruction. On any Trading Day, the Company shall give at which such least one business day’s prior written notice by telecopy or email to the Agents as to any change of the Agent or the Alternative Agent through whom sales of Shares may as sales agent will be sold). iimade. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, any Shares and (B) the Agent will not incur no any liability or obligation to the Company or any other person or entity if it does not the Agent fails to sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. c) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the receiving party), suspend the offering of Shares with respect to which the Shares Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold sold, or with respect to Shares that the Company has agreed to sell, hereunder prior to the giving of such notice. iv. (d) The gross sales price of any Shares sold pursuant to this Agreement by the Agent hereby covenants and agrees not to make any acting as sales agent of the Shares on behalf Company shall be equal to, in the discretion of the Agent but subject to the specific instructions of the Company, pursuant to this Section 3(a), other than (A) the market price prevailing at the time of sale for the Shares sold by means of ordinary brokers’ transactions between members of the Agent on the NYSE that qualify for delivery of a Prospectus or otherwise, at prices related to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rateequal to the amount of commission charged by the Agent in accordance with its normal trading and sales practices, not to exceed 2.0 2% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreementfor such Shares. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental or regulatory authority, agency or body (each, a “Governmental Entity”) or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares sales (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages the Agent as sales agent for the sale of Shares that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation for the Agent that is customary for such sales. vi. The (e) If acting as sales agent hereunder, the Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE on each day in Trading Day on which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be set forth the aggregate gross sales price of Shares offered or sold pursuant to the Sales Agreements and invoiced in periodic statements from any Terms Agreement or Alternative Terms Agreement, or which are the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, exceed (i) the CompanyMaximum Amount, with payment as reduced by prior sales of Shares under the Sales Agreements and any Terms Agreement or Alternative Terms Agreement, (ii) the amount available for sale under the Prospectus and the Registration Statement or (iii) the amount duly authorized from time to time to be made issued and sold under the Sales Agreements and any Terms Agreement or Alternative Terms Agreement by the Company promptly after its receipt thereofor approved for listing on the NYSE, and, in each case referred to in clauses (ii) and (iii), notified to the Agent in writing. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agent in writing. The Agent shall have no responsibility for maintaining records with respect to Shares available for sale under the Prospectus and the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company. vii. (g) If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the Shares, the Company shall promptly notify the Agent and future offers and sales of Shares through the Agent on an agented basis under this ATM Equity Offering SM Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (h) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to in writing by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, Date for the sale of Shares sold through the Agent for settlement on as sales agent, such date Shares shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares in book-entry form to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver Shares through the Shares Agent as sales agent on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell offer or deliversell, or request instruct the Agent to offer or sale ofsell, any Shares through the Agent as sales agent (and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the any such offer or sale of any SharesShares prior to the commencement of the periods referenced below), and the Agent shall not be obligated to make any such offer or sell any sale of Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) belowhereof, at any time from and including during the date (each, an “Announcement Date”) period commencing on which the 10th business day prior to the time the Company shall issue issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results of operations for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (hj) If Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer, offer or sell or deliver Shares to the Agent as sales agent at any time during the period from and including the date of an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the Agent (with a copy to counsel to for the Agent) a Current Report on Form 8-K which shall include that includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and and, prior to its filing, obtain the written consent of the Agent to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(kand accountants’ letter specified in Section 3(o), (l), (mp) and (n) q), respectively, hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(t) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters and legal opinions and letters as provided in Section 4 hereof 3(o), (p) and (q), respectively, hereof, and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g)2(i) hereof, which shall have independent application. (k) The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the Agent agree as set forth below. Shares purchased from the Company by the Agent, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between the Agent and the Company as evidenced by a Terms Agreement. The Agent’s commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(o), (p) and (q), respectively, hereof. In the event of a conflict between the terms of this ATM Equity OfferingSM Sales Agreement and a Terms Agreement, the terms of such Terms Agreement shall control. (l) At each Representation Date, the Transaction Entities shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of each of the Transaction Entities herein, to the performance by the Transaction Entities of their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell the Shares through the Agent acting as sales agent from time to time and, if agreed to by the Agent pursuant to a Terms Agreement with the Company and the Operating Partnership, to issue and sell the Shares to be sold pursuant to such Terms Agreement directly to the Agent acting as principal and, in the case of sales through the Agent, Agent acting as sales agent, and the Agent agrees to use its reasonable efforts to sell, sell such Shares as sales agent for the Company at such prices and in such amounts as the Company instructs the Agent to sell from time to time in accordance with this Agreement. Sales of the Shares, if any, through the Agent acting as sales agent will be made by means of ordinary brokers’ transactions on the New York Stock Exchange (the “Exchange”) at market prices prevailing at the time of sale, in negotiated transactions or as otherwise agreed by the Company, the Shares on Agent and the following termsapplicable investor. Sales of Shares, if any, purchased by the Agent as principal will be made as provided in the applicable Terms Agreement and the applicable preliminary prospectus supplement and prospectus supplement prepared in connection with the offering of those Shares. i. The (b) Subject to the satisfaction of the conditions to the Agent’s obligations set forth in Section 5 hereof, the Shares to be sold by the Agent as sales agent are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Exchange is scheduled to close prior to its regular weekday closing time)) (each, (Ba “Trading Day”) on which the Company has instructed the Agent to make such sales pursuant to this paragraph. On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by facsimile transmission or electronic mail, which confirmation will be promptly acknowledged (including, without limitation, by facsimile transmission or electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Agent daily Agent) as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldsold and the maximum aggregate gross sales price and the maximum aggregate number of Shares to be sold by the Agent, as sales agent, on such day (which shall not in any event be in excess of (x) the aggregate gross sales price available for issuance as of such Trading Day under the Prospectus and the Registration Statement or the aggregate number of unissued Shares that have been approved for listing on the Exchange or authorized for issuance by the Company’s board of directors or any duly authorized committee thereof or (y) the maximum aggregate gross sales price which may be sold without exceeding the Maximum Program Amount). Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a any particular day, consistent with its normal trading practices, Trading Day as sales agent all of the Shares so designated for the sale and instructed by the Company on such day. The If the Agent elects to purchase Shares as principal, the sale and purchase of such Shares shall be made pursuant to a Terms Agreement, and the Company and the Operating Partnership agree not to enter into a Terms Agreement with the Agent to sell any Shares in excess of the aggregate gross sales price or number of Shares set forth in clauses (x) or (y) of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). iisecond preceding sentence. The Company acknowledges and agrees the Operating Partnership acknowledge and agree that (Ai) there can be no assurance that the Agent will be successful in selling the SharesShares as sales agent, (Bii) the Agent will shall incur no liability or obligation to the Company Company, the Operating Partnership or any other person or entity if it does not sell Shares as sales agent for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under sales agent in accordance with the terms of this Agreement, and (Ciii) the Agent shall be under no obligation to purchase Shares on a as principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent Agent, the Company and the CompanyOperating Partnership pursuant to, and on the terms and subject to the conditions set forth in, a Terms Agreement signed by the Agent. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement to which the Agent is a party, the terms of such Terms Agreement will control; provided that the Company shall not enter into any Terms Agreement providing for the issuance and sale of any Shares in excess of the aggregate gross sales price or number of Shares set forth in clauses (x) or (y) of this paragraph. iii. (c) The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares by the Company shall be effected by or through only one of the Agents on any given day and the Company shall in no event request that more than one Agent offer or sell Shares (whether as sales agent or principal) on the same day; provided that the foregoing shall not prohibit the Company and the Operating Partnership from entering into a Terms Agreement with two or more Agents providing for such Agents, acting as principal, to offer and sell the Shares set forth in such Terms Agreement or prohibit or limit in any respect the offer or sale of Shares purchased by any Agent, as principal, from the Company pursuant to a Terms Agreement. (d) As of any Trading Date, the Company shall not authorize the issuance and sale ofof any Shares (including, without limitation, sales pursuant to any Terms Agreement) and the Agent as sales agent may not sell any Shares, and the Agent shall may not be obligated buy any Shares from the Company as principal pursuant to use its reasonable efforts to sella Terms Agreement, any Share (i) at a price lower than the minimum price therefor designated authorized from time to time by the Company’s Board board of Directors (the “Board”), directors or a duly authorized committee thereofthereof which price will be instructed by the Company to the Agent in writing, and notified or (ii) in a number in excess of the maximum aggregate number or maximum aggregate gross sales price of Shares that may be sold by the Company at such time under Section 2(b) which maximum aggregate number or maximum aggregate gross sales price, as the case may be, will be instructed by the Company to the Agent in writing or (iii) in excess of the unissued Shares approved for listing on the Exchange which number of unissued Shares will be instructed by the Company to the Agent in writing. The In addition, the Agent as sales agent shall not sell any Shares on any Trading Day at a price lower than the minimum price or in an amount in excess of the maximum number of Shares or maximum gross sales price of Shares that the Company shall have instructed the Agent in writing to sell as provided in Section 2(b). In addition, the Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by facsimile transmission or electronic mail, which confirmation will be promptly acknowledged (including, without limitation, by facsimile transmission or electronic mail) by the Agent or the Company, as the case may be), suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any timetime (a “Suspension”); provided, however, that such suspension or termination Suspension shall not affect or impair the parties’ respective obligations with respect to any Shares that the Agent has agreed to purchase prior to the giving of such notice pursuant to a Terms Agreement, with respect to any offering or resale of any Shares purchased or to be purchased by the Agent pursuant to a Terms Agreement entered into prior to the giving of such notice, or with respect to any Shares which an investor has agreed to purchase but which have not been delivered by the Company and paid for by such investor as contemplated hereby prior to the giving of such notice. If the Company or the Agent shall give notice of a Suspension as aforesaid, then it may rescind such Suspension by notice to the other party, which notice shall be given in the manner described in the immediately preceding sentence. (e) [Reserved] (f) If any party hereto has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Company or the Shares, it shall promptly notify the other parties hereto and sales of the Shares sold hereunder under this Agreement shall be suspended (and the Company shall suspend sales under the Other Sales Agreements) until that or other exemptive provisions have been satisfied in the judgment of each party; provided, however, that such Suspension shall not affect or impair the parties’ respective obligations with respect to any Shares that the Agent has agreed to purchase prior to the giving of such notice pursuant to a Terms Agreement, with respect to any offering or resale of any Shares purchased or to be purchased by the Agent pursuant to a Terms Agreement entered into prior to the giving of such notice, or with respect to any Shares which an investor has agreed to purchase but which have not been delivered by the Company and paid for by such investor as contemplated hereby prior to the giving of such notice. iv. (g) The gross sales price of any Shares sold under this Agreement by the Agent hereby covenants and agrees not to make any acting as sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be the market price for such Shares on the Exchange at the time of such sale, negotiated prices or as otherwise agreed by with the Company and the Agent pursuant to a Terms Agreement. v. Agent. The compensation payable to the Agent for sales of the any Shares with respect to which sold through the Agent acts as sales agent under this Agreement shall be at a mutually agreed rateequal to such percentage of the aggregate gross sales price of such Shares as the Company and the Agent may agree by telephone (confirmed promptly by facsimile transmission or electronic mail, which confirmation will be promptly acknowledged (including, without limitation, by facsimile transmission or electronic mail) by the other party), which in any event shall not to exceed 2.0 2.0% of the gross sales price price. Notwithstanding the foregoing, in the event the Company and the Agent agree to sell Shares other than through ordinary brokers’ transactions using sales efforts and methods that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Agent shall not be obligated to sell such Shares until the Company and the Agent agree to compensation that is customary for the Agent with respect to transactions of such nature and size and that may exceed 2% of the gross sales price. The compensation payable to the Agent for sales of any Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at shall be set forth in the relevant Applicable Time pursuant to a applicable Terms Agreement. The remaining proceedsproceeds (after deducting the Agent’s commission) from the sale of Shares through the Agent as sales agent or the total price paid to the Company by the Agent in the case of Shares sold to the Agent as principal, as the case may be, in each case after further deduction for any transaction fees fees, transfer taxes or other similar fees, taxes or charges imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction described in the preceding sentence will be required. vi. (h) The Agent shall provide written confirmation (which may be by facsimile transmission or electronic mail) to the Company promptly following the close of trading on the NYSE Exchange each day in on which the Shares are sold under this Section 3(a) Agreement through the Agent, as sales agent, setting forth the number of the Shares sold on such day, the gross sales price or prices per Share, the aggregate gross sales proceeds and price of the Shares, the Net Proceeds to the Company, Company and the compensation payable by the Company to the Agent under this Agreement with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. (i) Settlement for sales of Shares under this Agreement or under any Terms Agreement to which the Shares pursuant to this Section 3(a) Agent is a party will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Delivery Date”); provided that, notwithstanding the foregoing, settlement for any Additional Securities (as defined in Annex B hereto) that are to be purchased by the Agent pursuant to any Terms Agreement will occur on the date or dates specified pursuant to such Terms Agreement and the term “Delivery Date,” as used in this Agreement and any Terms Agreement with respect to such Additional Securities, shall be deemed to include any such date on which any such Additional Securities are to be purchased by any Agent pursuant to a Terms Agreement. On each Settlement Delivery Date, the Shares sold through or to the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. In the case of any Shares purchased by the Agent as principal, the foregoing settlement procedures may be superseded by any different procedures set forth in the applicable Terms Agreement. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Delivery Date, the Company shall and the Operating Partnership shall, jointly and severally, (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company default, and (Bii) pay the Agent any commission (or, in the case of Shares to be sold pursuant to Terms Agreement, the discount) to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Delivery Date for the Shares delivered by the Company, the Agent will pay the Company interest based on such Net Proceeds at a rate equal to the effective overnight federal funds rate for the period from and including such Delivery Date to but excluding the date on which such unpaid amount less any compensation due to the AgentNet Proceeds, together with such interest, have been fully paid. viii. At each Applicable Time(j) Except as may be mutually agreed upon by the Company and the Agent in writing, Settlement Date, Representation sales pursuant to this Agreement may not be requested by the Company and need not be made by the Agent except during the period that begins on the first Trading Day following a Company Periodic Report Date (as defined in Section 4(k3(a)(x)) and Filing Date (as defined in Section 4(x)), on which the Company shall be deemed have satisfied the requirements of Sections 3(a)(xii), 3(a)(xiii) and 3(a)(xiv) with respect to have affirmed each representation such Company Periodic Report Date and warranty contained in this Agreement as if such representation ends, for all periods, on the earlier of (x) the date directors and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf officers of the Company shall be subject are no longer permitted to trade pursuant to the continuing accuracy Company’s policy on xxxxxxx xxxxxxx as in effect from time to time, and (y) the date 15 days prior to the end of the representations and warranties quarter in which the applicable Company Periodic Report Date occurs. Notwithstanding the foregoing, without the prior written consent of the Company herein, to the performance by the Company each of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms AgreementAgent, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than onetake place, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any SharesShares that would be sold, and the Agent shall not be obligated to offer or sell any Sharessell, (i) during any period in which the Company is, or could be deemed to be, is in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. (i) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent Manager on any day that (A) is a trading day for the NYSE New York Stock Exchange (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time“NYSE”) and the Nasdaq Global Market (“Nasdaq”), (B) the Company has instructed the Agent Manager by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount of the Shares to be sold by the Agent Manager daily as previously agreed to in writing or electronic transmission by the Agent Manager (in any event not in excess of (i) the Maximum Program Amount and the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent Manager shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, day all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s 's Common Stock Shares sold by the Agent Manager under this Section 3(a) on the NYSE and Nasdaq at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company or otherwise at which such Shares may be sold)prices relating to prevailing market prices or at negotiated prices. (ii. ) The Company acknowledges and agrees that (A) there can be no assurance that the Agent Manager will be successful in selling the Shares, (B) the Agent Manager will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent Manager shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent Manager and the Company. (iii. ) The Company shall not authorize the issuance and sale of, and the Agent Manager shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s 's Board of Directors (the “Board”), a duly authorized committee thereof or a duly authorized committee thereofexecutive officer of the Company, and notified to the Agent Manager in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ ' respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. (iv. ) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ ' transactions between members of the NYSE that qualify for delivery or Nasdaq, or otherwise at market prices prevailing at the time of a Prospectus sale, at prices related to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreementprevailing market prices or at negotiated prices. v. (v) The compensation to the Agent Manager for sales of the Shares with respect to which the Agent Manager acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % of calculated in accordance with the gross sales price of the Shares sold pursuant to this Section 3(a) terms set forth in Schedule I and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such salessales (the “Transaction Fees”), shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). (vi. ) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE and Nasdaq each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent Manager to the Company, with payment to be made by the Company promptly after its receipt thereof. (vii. ) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds aggregate gross sales proceeds less any Transaction Fees for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s Manager's account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent Manager breaches this Agreement by failing to deliver the Net Proceeds aggregate gross sales proceeds less any Transaction Fees to the Company on any Settlement Date for the Shares delivered by the Company, the Agent Manager will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the AgentManager. (viii. ) At each Applicable Time, Settlement Date, Date and Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (ix) The Company agrees that any offer to sell, any solicitation of an offer to buy or any sales of Shares shall only be effected by or through only one of the Manager or an Alternative Manager on any single given day, but in no event more than one, and the Company shall in no event request that the Manager and any of the Alternative Managers sell Shares on the same day. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent Manager of the proposed terms of such Placement. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent Manager and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent Manager unless and until the Company and the Agent Manager have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent Manager shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the AgentManager. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the AgentManager. The commitment of the Agent Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent Manager pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent Manager in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ ' letters and officers’ ' certificates pursuant to Section 6 of this Agreement and any other information or documents required by the AgentManager. (d) Under no circumstances shall the number and aggregate value amount of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements Agreement and any Terms Agreement Agreement, together with all sales of Shares under each of the Alternative Distribution Agreements (and any terms agreements thereunder), exceed (i) the Maximum Program Amount, (ii) the number of shares of the Common Stock Shares available for issuance issuance, if applicable, under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement and each Alternative Distribution Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent Manager in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (gf) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any SharesShares that would be sold, and the Agent Manager shall not be obligated to offer or sell any Sharessell, during (i) during any period in which the Company is, is or the Manager reasonably believes the Company could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(hduring the fourteen (14) below, at calendar days prior to any time from and including public announcement or release disclosing the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other Company's results of operations or financial condition for a completed quarterly or annual fiscal period (each, an “Earnings Announcement”). (g) through If the Company wishes to offer, sell or deliver Shares at any time during the period from and including the time that is 24 hours after date on which the Company shall make an Earnings Announcement through the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent Manager (with a copy to counsel to the AgentManager) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ ' quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld)Manager, (ii) provide the Agent Manager with the officers’ ' certificate, accountants’ ' letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; , respectively, (iii) afford the Agent Manager the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ ' certificate, accountants’ ' letter and opinions and letters of counsel pursuant to this Section 3(h3(g) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ ' certificates, accountants’ ' letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationhereof.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time time. Sales of the Shares, if any, through the Agent, Agent acting as sales agent, and agent or directly to the Agent agrees to use its reasonable efforts to sell, acting as sales agent for the Company, the Shares principal will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on an agented basis on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed the Agent to make such sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Company may sell Shares through only one of the Agents and, if it determines to do so, shall instruct the Agent or one of the Alternative Agents, as applicable, by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent or such Alternative Agent, as applicable) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject to For the terms and conditions hereofavoidance of doubt, the Agent shall use its commercially reasonable efforts foregoing limitation to sell on a particular day, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. The compensation to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent Agents on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation Trading Day shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such personspersons in which Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx X. Xxxxx & Co. Incorporated or Xxxxxxxxx LLC is acting for the Company in a capacity other than as Agent or Alternative Agent under this Agreement or either Alternative Sales Agreement, respectively. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company and the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), the Agent shall use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell all of the Shares so designated by the Company as sales agent in accordance with such instruction. On any Trading Day, the Company shall give at least one business day’s prior written notice by telecopy or email to the Agents as to any change of the Agent or the Alternative Agent through whom sales of Shares as sales agent will be made. The Company and the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling any Shares and (bB) the Agent will not incur any liability or obligation to the Company if the Agent fails to sell Shares for any reason other than a failure to use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell such limitation Shares as required by this Agreement. (c) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged by the receiving party), suspend the offering of Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension shall not apply on affect or impair the parties’ respective obligations with respect to the Shares sold, or with respect to Shares that the Company has agreed to sell, hereunder prior to the giving of such notice. (d) The gross sales price of any day during which no sales are made Shares sold pursuant to this Agreement by the Agent acting as sales agent of the Company shall be equal to, in the discretion of the Agent but subject to the specific instructions of the Company, the market price prevailing at the time of sale for the Shares sold by the Agent on the NYSE or an Alternative Equity Distribution Agreementotherwise, at prices related to prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of Shares with respect to which the Agent acts as sales agent shall be equal to the amount of commission charged by the Agent in accordance with its normal trading and sales practices, not to exceed 2% of the gross sales price for such Shares. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental or regulatory authority, agency or body (each, a “Governmental Entity”) or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such sales (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages the Agent as sales agent for the sale of Shares that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agent will agree to compensation for the Agent that is customary for such sales. (e) If acting as sales agent hereunder, the Agent shall provide written confirmation to the Company following the close of trading on the NYSE on each Trading Day on which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the aggregate gross sales proceeds of the Shares, the aggregate Net Proceeds to the Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) If either Under no circumstances shall the aggregate gross sales price of Shares offered or sold pursuant to the Sales Agreements and any Terms Agreement or Alternative Terms Agreement, or which are the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, exceed (i) the Maximum Amount, as reduced by prior sales of Shares under the Sales Agreements and any Terms Agreement or Alternative Terms Agreement, (ii) the amount available for sale under the Prospectus and the Registration Statement or (iii) the amount duly authorized from time to time to be issued and sold under the Sales Agreements and any Terms Agreement or Alternative Terms Agreement by the Company or approved for listing on the NYSE, and, in each case referred to in clauses (ii) and (iii), notified to the Agent has reason in writing. In addition, under no circumstances shall any Shares with respect to believe that which the Agent acts as sales agent be offered or sold, or be the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agent in writing. The Agent shall have no responsibility for maintaining records with respect to Shares available for sale under the Prospectus and the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company. (g) If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange 1934 Act are not satisfied with respect to the Company or the Shares, it the Company shall promptly notify the other party Agent and future offers and sales of Shares through the Shares Agent on an agented basis under this Agreement and any Terms ATM Equity Offering SM Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (gh) Settlement for sales of Shares will occur on the third business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to in writing by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date for the sale of Shares through the Agent as sales agent, such Shares shall be delivered by the Company to the Agent in book-entry form to the Agent’s account at The Depository Trust Company against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares through the Agent as sales agent on any Settlement Date, the Company shall (i) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. (i) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell offer or deliversell, or request instruct the Agent to offer or sale ofsell, any Shares through the Agent as sales agent (and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the any such offer or sale of any SharesShares prior to the commencement of the periods referenced below), and the Agent shall not be obligated to make any such offer or sell any sale of Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) belowhereof, at any time from and including during the date (each, an “Announcement Date”) period commencing on which the 10th business day prior to the time the Company shall issue issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results of operations for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (hj) If Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer, offer or sell or deliver Shares to the Agent as sales agent at any time during the period from and including the date of an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the Agent (with a copy to counsel to for the Agent) a Current Report on Form 8-K which shall include that includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and and, prior to its filing, obtain the written consent of the Agent to the such filing thereof (such which consent shall not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(kand accountants’ letter specified in Section 3(o), (l), (mp) and (n) q), respectively, hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(t) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters and legal opinions and letters as provided in Section 4 hereof 3(o), (p) and (q), respectively, hereof, and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g)2(i) hereof, which shall have independent application. (k) The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the Agent agree as set forth below. Shares purchased from the Company by the Agent, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between the Agent and the Company as evidenced by a Terms Agreement. The Agent’s commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(o), (p) and (q), respectively, hereof. In the event of a conflict between the terms of this ATM Equity OfferingSM Sales Agreement and a Terms Agreement, the terms of such Terms Agreement shall control. (l) At each Representation Date, the Transaction Entities shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of each of the Transaction Entities herein, to the performance by the Transaction Entities of their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 5 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company Fund agrees to issue and sell Shares from time to time through the Agent, Agent acting as a sub-sales agentagent of the Manager, and the Agent agrees to use its commercially reasonable efforts to sell, as sub-sales agent for the CompanyManager, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent will be made by means of ordinary brokers’ transactions on the following termsNYSE, for which compliance with Rule 153 under the Securities Act will satisfy the prospectus delivery requirements of Section 5(b)(2) of the Securities Act or, with the prior written consent of the Manager, otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company Manager and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) that the Company Fund has satisfied its obligations under Section 5 of this Agreement and that the Manager has instructed the Agent to make such sales. On any Trading Day, the Manager may instruct the Agent by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sub-sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiManager. The Company acknowledges Manager, the Fund and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company Manager or the Fund or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Companybasis. iii. The Company (c) Notwithstanding the foregoing, the Manager shall not authorize the issuance and sale of, and the Agent as sub-sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the CompanyFund’s Board board of Directors (the “Board”)trustees, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent in writing. The Company In addition, the Manager or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agent is acting as sub-sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sub-sales of the Shares on behalf of the Company in its capacity as agent of the Company as Manager shall be agreed the market price prevailing at the time of sale for shares of the Fund’s Common Stock sold by the Company and Agent on the Agent pursuant NYSE or, with the prior written consent of the Manager, otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not equal to exceed 2.0 0.80% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company Manager for such Shares (the “Net Proceeds”). The Agent shall notify the Manager as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Manager engages the Agent for a sale of Shares for which the Agent engages in special selling efforts, as that term is used in Regulation M under the 1934 Act, the Manager and the Agent will agree to compensation that is customary for the Agent with respect to such transactions. vi. (e) The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly Manager following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Manager and the aggregate compensation payable by the Company Manager to the Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be the number of Shares sold pursuant to this Agreement exceed the number of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and invoiced the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement by the Fund’s board of trustees, or a duly authorized committee thereof or approved for listing on the NYSE and, in periodic statements from each case referred to in this clause (iii), notified to the Agent in writing. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sub-sales agent be sold at a price lower than (y) the minimum price therefor authorized from time to time by the Fund’s board of trustees, or a duly authorized committee thereof, and notified to the Company, with payment Agent in writing or (z) the net asset value of the Fund’s shares of Common Stock plus the commissions payable to be made by the Company promptly after its receipt thereofManager. vii. (g) [intentionally reserved]. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Manager and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company Manager to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the CompanyManager. If the Company or its transfer agent (if applicable) Manager shall default on its obligation to deliver the Shares on any Settlement Date, the Company Manager shall (Ai) indemnify and hold the Agent selling such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Company Manager and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the CompanyManager, the Agent will pay the Company Manager interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company Manager shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company Fund’s xxxxxxx xxxxxxx policy, as it exists on the date of this Agreement, would prohibit the purchases or sales of the Fund’s Common Stock by its officers or trustees, (ii) during any other period in which the Fund is, or could be deemed to be, in possession of material non-public information, or information and (iiiii) except as provided in Section 3(h) below, at any time from and including if the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and instructions for the same period offer or periods, as sale of any Shares are not pre-cleared by the case may be, covered by such Earnings AnnouncementFund’s Chief Compliance Officer or a designee of the Chief Compliance Officer. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing At each Applicable Time, Settlement Date, Registration Amendment Date and each Fund Periodic Report Date, the Company Manager, each Adviser and the Fund shall (i) prepare be deemed to have affirmed each representation and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth warranty contained in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent this Agreement made by it. Any obligation of the Agent to use its commercially reasonable efforts to sell the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time Shares on behalf of the relevant Quarterly Report on Form 10Manager as sub-Q or Annual Report on Form 10-Ksales agent shall be subject to the continuing accuracy of the representations and warranties of the Manager, as each Adviser and the case may be. For purposes Fund herein, to the performance by the Manager and the Fund of clarity, their obligations hereunder and to the parties hereto agree that (A) continuing satisfaction of the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided additional conditions specified in Section 4 hereof and (B) 5 of this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationAgreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agents acting as sales agents or directly to the Agents acting as principals from time to time time. Sales of the Shares, if any, through the Agent, Agents acting as sales agent, and agents or directly to the Agent agrees to use its reasonable efforts to sell, Agents acting as sales agent for the Company, the Shares principals will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold to the Agents on a daily an agented basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed the Agent that has received a Sales Notice (as defined below) to make such sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Company may sell Shares through such Agent and, if it determines to do so, shall instruct the Agent by telephone (confirmed promptly by electronic mailemail, which confirmation will be promptly acknowledged by the Agent) (a “Sales Notice”) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereofspecified herein (including, without limitation, the accuracy of the representations and warranties of the Company and the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), such Agent shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell all of the Shares so designated by the Company as sales agent in accordance with such instruction. The Company and the Agents each acknowledge and agree that (A) there can be no assurance that the Agents will be successful in selling any Shares and (B) the Agents will not incur any liability or obligation to the Company if they fail to sell Shares for any reason other than a failure to use their commercially reasonable efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. c) The Company or the Agent Agents may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailemail), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold sold, or with respect to Shares that the Company has agreed to sell, but which sales have not yet settled, hereunder prior to the giving of such notice. The party to whom the notice is sent shall promptly acknowledge the confirmation received from the other party, provided, however, that such acknowledgement shall not affect the validity of the suspension of the offering of the Shares. iv. (d) The gross sales price of any Shares sold by an Agent hereby covenants authorized to sell Shares pursuant to a Sales Notice and agrees not to make any acting as sales agent of the Shares on behalf Company shall be equal to, in the discretion of such Agent but subject to the specific instructions of the Company, pursuant to this Section 3(a), other than (A) the market price prevailing at the time of sale for the Shares sold by means of ordinary brokers’ transactions between members of the Agent on the NYSE that qualify for delivery of a Prospectus or otherwise, at prices related to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the such Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, rate not to exceed 2.0 exceed, but may be less than, 2% of the gross sales price of the for such Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental Governmental Entity or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares sales (the “Net Proceeds”). Such Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. vi. The (e) If acting as sales agent hereunder, an Agent authorized to sell Shares pursuant to a Sales Notice shall promptly provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE on each day in Trading Day on which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the such Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be set forth and invoiced the aggregate gross sales price or number, as the case may be, of Shares offered or sold pursuant to this Agreement, or which are the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, exceed the aggregate gross sales price or number, as the case may be, of Shares (i) referred to in periodic statements the preamble paragraph of this Agreement, as reduced by prior sales of Shares under this Agreement, (ii) available for sale under the Registration Statement or (iii) duly authorized from the Agent time to the Company, with payment time to be made issued and sold under this Agreement by the Company promptly after its receipt thereofor approved for listing on the NYSE. In addition, under no circumstances shall any Shares with respect to which an Agent acts as sales agent be offered or sold, or be the subject of instructions to such Agent as sales agents pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to such Agent in writing. The Agents shall have no responsibility for maintaining records with respect to Shares available for sale under the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company. vii. (g) If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the Shares, the Company shall promptly notify the Agents and future offers and sales of Shares through the Agents on an agented basis under this At Market Issuance Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (h) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to in writing by the Company and the Agent participating in such sale of Shares (each such day, a “Settlement Date”). On each Settlement DateDate for the sale of Shares through an Agent as sales agent, the such Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the such Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares in book-entry form to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares through an Agent as sales agent on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent Agents harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent Agents any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell offer or deliversell, or request instruct the Agents to offer or sale ofsell, any Shares through the Agents as sales agents (and, to the extent a Sales Notice is outstanding, by notice to the relevant Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the any such offer or sale of any SharesShares prior to the commencement of the periods referenced below), and the Agent Agents shall not be obligated to make any such offer or sell any sale of Shares, (i) during any period in which the Company is, or could be deemed to be, is in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) belowhereof, at any time from and including during the date (each, an “Announcement Date”) period commencing on which the 10th business day prior to the time the Company shall issue issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results of operations for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (hj) If Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer, offer or sell or deliver Shares to an Agent as sales agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the such Agent (with a copy to counsel to the Agent) of a Current Report on Form 8-K which shall include that includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and guidance and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(kand accountants’ letter specified in Section 3(n), (l), (mo) and (n) p), respectively, hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(s) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters and legal opinions and letters as provided in Section 4 hereof 3(n), (o) and (p), respectively, hereof, and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g)2(i) hereof, which shall have independent application. (k) The Agents shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the Agents agree as set forth below. Shares purchased from the Company by the Agents as principal shall be made in accordance with terms agreed upon between the respective Agent and the Company as evidenced by a Terms Agreement. An Agent’s commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the applicable Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(n), (o) and (p), respectively, hereof. In the event of a conflict between the terms of this At Market Issuance Sales Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares exclusively through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsNasdaq Capital Market, in negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Anything to the contrary notwithstanding in this Agreement, without the Company’s prior written consent, the Agent may not place any Shares by any method other than transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the 1933 Act, including sales made directly on the Nasdaq Capital Market, or sales made to or through a market maker other than on an exchange or through an electronic communications network. The Agent shall effect any sales of shares in accordance with applicable state and federal rules and regulations and the rules of The Nasdaq Stock Market LLC and otherwise in accordance with the instructions to sell Shares delivered pursuant to Section 2(b). Nothing contained herein restricts, nor may be deemed to restrict, the Company from undertaking another offering of its securities pursuant to a separate registration statement under the 1933 Act (or any exemption from registration), or another offering under the Registration Statement, provided the Company complies with Section 3(p). i. The (b) Subject to instructions to sell Shares delivered pursuant to this Section 2(b) or the applicable Terms Agreement, the Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Nasdaq Capital Market is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this Agreement and that the Company has instructed the Agent to make such sales. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company, or to a trustee or other person acquiring such securities for the accounts of such persons in which Stifel is acting for the Company in a capacity other than as Agent under this Agreement. The On any Trading Day, the Company may instruct the Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Agent) as to the maximum amount aggregate dollar value or number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number of Shares available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiand in the manner and on the terms so designated by the Company. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does they do not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by each of the Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number in excess of the number or maximum aggregate dollar value of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, and notified to the Agent in writing. The In addition, the Company may, upon notice to the Agent, suspend the offering of the Shares or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail)Company, suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Any notice given pursuant to the preceding sentence may be given by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged). iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by the Company and Agent on the Agent pursuant Nasdaq Capital Market or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 3.0% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent Agent, acting as principal principal, at a price agreed upon with the Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. vi. The (e) If acting as a sales agent hereunder, the Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE Nasdaq Capital Market each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the Net Proceeds to the Company, Company and the compensation payable by the Company to the such Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be the aggregate offering price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate offering price or number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and invoiced in periodic statements the then currently effective Registration Statement, (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing or (iv) authorized but unissued pursuant to the Company’s certificate of incorporation. In addition, under no circumstances shall any Shares with payment respect to which the Agent acts as sales agent be made sold at a price lower than the minimum price therefor authorized from time to time by the Company promptly after its receipt Company’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. vii. (g) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)h) and Filing Date (as defined in Section 4(x))Notwithstanding any other provision of this Agreement, the Company and the Agent agree that no sales of Shares shall take place, and the Company shall not request the sale of any Shares that would be sold, and the Agent shall not be obligated to sell, during any period in which the Company is, or would reasonably be deemed to have affirmed each representation and warranty contained be, in this Agreement as if such representation and warranty were made as possession of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. material non-public information. (i) Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (bj) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (eachIf, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and at the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place execution of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Company’s Common Stock available for issuance under is not an “actively traded security” exempted from the currently effective Registration Statement or (iii) the number and aggregate amount requirements of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) 101 of Regulation M under the Exchange 1934 Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales by subsection (c)(1) of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreementsuch rule, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to notify the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for at the offer or sale of any Shares, and time the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, Common Stock becomes an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by actively traded security” under such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Timerule. Furthermore, the Company shall (i) prepare and deliver to notify the Agent (with a copy immediately if the Common Stock, having once qualified for such exemption, ceases to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationso qualify.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agents acting as sales agents or directly to the Agents acting as principals from time to time through the Agent, acting as sales agenttime, and the each Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through either Agent acting as sales agent or directly to either Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsNYSE which meet the definition of an “at the market” offering under Rule 415(a)(4) at market prices prevailing at the time of sale, or, if agreed by the Company in writing, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent Agent, through whom the sale of Shares are effected on that day, on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this Agreement and that the Company has instructed such Agent to make such sales. On any Trading Day, the Company shall sell Shares through only one of the Agents, but in no event through both, and the Company shall give at least one business day prior written notice by telecopy or email to the Agents to notify any change of the Agent through whom the sale of Shares will be effected. The requirement that the Company sell Shares through only one of the Agents on any Trading Day shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which either Mxxxxxx Lxxxx or Stifel is acting for the Company in a capacity other than as Agent under this Agreement. The On any Trading Day, the Company may instruct the Agent through whom the sale of Shares are effected on that day by telephone (confirmed promptly by facsimile or email, which confirmation will designate be promptly acknowledged by such Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent Agents shall use its their commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees each of the Agents acknowledge and agree that (A) there can be no assurance that the Agent Agents will be successful in selling the Shares, (B) the Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the either Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the neither Agent shall be under no any obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the an Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the offer, issuance and and/or sale of, and the Agent Agents as sales agents shall not be obligated to use its their commercially reasonable efforts to sell, any Share Shares: (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number in excess of the number of Shares authorized from time to time to be offered, issued and sold under this Agreement by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent Agents in writing. The In addition, the Company or the Agent Agents may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailfacsimile or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agents are acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be the actual sales price for such Shares, which may be the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by the Agent on the NYSE or otherwise, at prices relating to prevailing market prices or at negotiated prices, as agreed by between the Company and the Agent pursuant to a Terms Agreement. v. either Agent. The compensation payable to the either Agent for sales of the Shares with respect to which the such Agent acts as sales agent under this Agreement in an “at-the-market” transaction shall be at a mutually agreed rate, not up to exceed 2.0 2% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent Agents as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agents shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Company engages either Agent for a sale of Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and such Agent will agree to compensation that is customary for such Agent with respect to such transactions. vi. The (e) If acting as sales agent hereunder, the Agent through whom sales are effected shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the such Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (df) Under no circumstances shall any Shares with respect to which the aggregate value of Agents act as sales agent be sold at a price lower than the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares minimum price therefor authorized from time to time to be issued and sold under this Agreement by the BoardCompany’s board of directors, or a duly authorized committee thereof, and notified to the Agent Agents in writing. (eg) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of If the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other party parties and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (gh) Settlement for sales of Shares pursuant to this Section 2 will occur on the third business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent selling such Shares (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through an Agent for settlement on such date shall be delivered by the Company to such Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by book-entry delivery of Shares to such Agent’s account at The Depository Trust Company against payments by such Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company. If the Company shall default on its obligation to deliver Shares on any Settlement Date, the Company shall: (i) indemnify and hold the Agent selling such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay such Agent any commission to which it would otherwise be entitled absent such default. In no event shall the Company be obligated to deliver Shares to an Agent unless the Company shall have received payment of the Net Proceeds for the Shares sold on any Settlement Date prior to or simultaneously with the delivery of such Shares. (i) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale ofsale, any Shares and, by notice to the Agent Agents given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent Agents shall not be obligated to offer or sell any Shares, (i) during any period in which the Company’s ixxxxxx xxxxxxx policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors, (ii) during any other period in which the Company is, or could be deemed to be, is in possession of material non-public information, information or (iiiii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall shall: (i) prepare and deliver to the Agent Agents (with a copy to counsel to the AgentAgents) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the AgentAgents, and obtain the consent of the Agent Agents to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent Agents with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k(3)(j), (l), (mk) and (nl) hereof; , respectively, (iii) afford the Agent Agents the opportunity to conduct a due diligence review in accordance with Section 4(o3(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Agents to use their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time time. Sales of the Shares, if any, through the Agent, Agent acting as sales agent, and agent or directly to the Agent agrees to use its reasonable efforts to sell, acting as sales agent for the Company, the Shares principal will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on an agented basis on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed the Agent to make such sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Company may sell Shares through the Agent and, if it determines to do so, shall instruct the Agent by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent) (a “Sales Notice”) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company and the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), the Agent shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practicesand sales practices and applicable law and regulations, to sell all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which as sales agent in accordance with such Shares may be sold). iiinstruction. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, any Shares and (B) the Agent will not incur no any liability or obligation to the Company or any other person or entity if it does not they fail to sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. c) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold sold, or with respect to Shares that the Company has agreed to sell, but which sales have not yet settled, hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees or the Company, as applicable, shall promptly acknowledge the confirmation received from the other party, provided, however, that such acknowledgement shall not to make any sales affect the validity of the suspension of the offering of the Shares. (d) The gross sales price of any Shares on behalf sold pursuant to this Agreement by the Agent acting as sales agent of the Company shall be equal to, in the discretion of the Agent but subject to the specific instructions of the Company, pursuant to this Section 3(a), other than (A) the market price prevailing at the time of sale for the Shares sold by means of ordinary brokers’ transactions between members of the Agent on the NYSE that qualify for delivery of a Prospectus or otherwise, at prices related to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, rate not to exceed 2.0 2% of the gross sales price of the for such Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental Governmental Entity or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares sales (the “Net Proceeds”). vi. The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. (e) If acting as sales agent hereunder, the Agent shall promptly provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE on each day in Trading Day on which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be set forth and invoiced in periodic statements from the aggregate gross sales price or number, as the case may be, of Shares offered or sold pursuant to this Agreement, or which are the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, exceed the Companyaggregate gross sales price or number, with payment as the case may be, of Shares (i) referred to in the preamble paragraph of this Agreement, as reduced by prior sales of (A) Shares under this Agreement or (B) shares of Common Stock under the Alternative Agreement, (ii) available for sale under the Registration Statement or (iii) duly authorized from time to time to be made issued and sold under this Agreement by the Company promptly after its receipt thereofor approved for listing on the NYSE. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agent in writing. The Agent shall have no responsibility for maintaining records with respect to Shares available for sale under the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company. vii. (g) If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the Shares, the Company shall promptly notify the Agent and future offers and sales of Shares through the Agent on an agented basis under this At Market Issuance Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (h) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to in writing by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, Date for the sale of Shares sold through the Agent for settlement on as sales agent, such date Shares shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares in book-entry form to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver Shares through the Shares Agent as sales agent on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell offer or deliversell, or request instruct the Agent to offer or sale ofsell, any Shares through the Agent as sales agent (and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the any such offer or sale of any SharesShares prior to the commencement of the periods referenced below), and the Agent shall not be obligated to make any such offer or sell any sale of Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) belowhereof, at any time from and including during the date (each, an “Announcement Date”) period commencing on which the 10th business day prior to the time the Company shall issue issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results of operations for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (hj) If Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer, offer or sell or deliver Shares to the Agent as sales agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) of a Current Report on Form 8-K which shall include that includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and guidance and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(kand accountants’ letter specified in Section 3(n), (l), (mo) and (n) p), respectively, hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(s) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters and legal opinions and letters as provided in Section 4 hereof 3(n), (o) and (p), respectively, hereof, and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g)2(i) hereof, which shall have independent application. (k) The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the Agent agree as set forth below. Shares purchased from the Company by the Agent as principal shall be made in accordance with terms agreed upon between the Agent and the Company as evidenced by a Terms Agreement. The Agent’s commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(n), (o) and (p), respectively, hereof. In the event of a conflict between the terms of this At Market Issuance Sales Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the each Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent Agent, through whom the sale of Shares is effected on a given day, on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this Agreement and that the Company has instructed such Agent to make such sales pursuant to a placement notice substantially in the form attached hereto as Annex II. On any Trading Day, the Company shall sell Shares through only one of the Agents, but in no event through more than one of the Agents, and the Company shall give at least one Business Day prior written notice by facsimile or email to the Agents to notify them of any change of the Agent through whom the sale of Shares will be effected. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which any Agent is acting for the Company in a capacity other than as Agent under this Agreement. The On any Trading Day, the Company may instruct the Agent through whom sales of Shares are effected on that day by telephone (confirmed promptly by facsimile or email, which confirmation will designate be promptly acknowledged by such Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereofhereof and the receipt of written confirmation of the Company by such Agent, the Agent Agents shall use its their commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees each of the Agents acknowledge and agree that (Ai) there can be no assurance that the Agent Agents will be successful in selling the Shares, (Bii) the Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the an Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (Ciii) the Agent Agents shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the an Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent Agents as sales agents shall not be obligated to use its reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)trustees, or a duly authorized committee thereofof the Company’s board of trustees or an executive officer of the Company pursuant to express authorization granted by the Company’s board of trustees or a committee thereof or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent Agents in writing. The In addition, the Company or the Agent Agents may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailfacsimile or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agents are acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Company’s Common Shares sold by such Agent on the NYSE or otherwise, at prices relating to prevailing market prices or at negotiated prices multiplied by the Company and the Agent pursuant to a Terms Agreement. v. number of Shares sold. The compensation payable to the Agent Agents for sales of the Shares with respect to which the an Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % two percent (2.0%) of the gross sales price of the Shares sold by such Agent pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent Agents as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agents shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Company engages the Agents for a sale of Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the Agents will agree to compensation that is customary for the Agent with respect to such transactions. vi. The (e) If acting as sales agent hereunder, the Agent through whom sales are effected shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in on which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Common Shares (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Company’s board of trustees, a duly authorized committee thereof or an executive officer of the Company pursuant to express authorization granted by the Company’s board of trustees or a committee thereof, or approved for listing on the NYSE, and in each case referred to in this clause (iii), notified to the Agents in writing. Such compensation In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of trustees, a duly authorized committee thereof or an executive officer of the Company pursuant to express authorization granted by the Company’s board of trustees or a committee thereof and notified to the Agents in writing. (g) If the Company or any Agent believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other parties and sales of Shares under this Agreement and any Terms Agreement shall be set forth and invoiced suspended until that or other exemptive provisions have been satisfied in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereofjudgment of each party. vii. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business Day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent selling such Shares (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the applicable Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent selling such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the such Agent any commission to which it would otherwise be entitled absent such default. If the an Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the such Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this AgreementAgreement and unless otherwise agreed to by the Parties hereto in writing, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent Agents given by telephone (confirmed promptly by telecopy facsimile or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent Agents shall not be obligated to offer or sell any Shares, (i) during any period in which the Company’s xxxxxxx xxxxxxx policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Company’s Common Shares by its officers or trustees, (ii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (iiiii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent Agents (with a copy to counsel to the AgentAgents) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the AgentAgents, and obtain the consent of the Agent Agents to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent Agents with the officers’ certificate, accountants’ letter and opinions and letters of counsel and accountants’ letter called for by Sections 4(k(3)(j), (l), (mk) and (nl) hereof; respectively, (iii) afford the Agent Agents the opportunity to conduct a due diligence review in accordance with Section 4(o3(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel and accountants’ letter pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters and accountants’ letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Statement Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Agents to use their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. (i) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to may issue and sell Shares through any applicable Agent acting as sales agent or directly to the applicable Agent acting as principal from time to time. Sales of the Shares, if any, through an Agent acting as sales agent or directly to an Agent acting as principal will be made by means of ordinary brokers’ transactions on Nasdaq, in negotiated transactions or in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at market prices prevailing at the time through of sale, at prices related to prevailing market prices or at negotiated prices. (ii) In addition, subject to the terms and conditions set forth herein and provided that the Company enters into a Confirmation with a Forward Purchaser with respect to a relevant Forward in accordance with Section 2(b), the Company may, in consultation with the Forward Purchaser and the applicable Agent, instruct such Agent, acting as forward seller on behalf of such Forward Purchaser, to offer and sell the Shares borrowed by such Forward Purchaser from third parties to hedge such Forward Purchaser’s exposure under the Forward, as contemplated by the relevant Forward Instruction Notice (as defined in Section 2(b)). Sales of the Shares, if any, through the Agents acting as forward seller for the Forward Purchasers will be made by means of ordinary brokers’ transactions on Nasdaq, in negotiated transactions or in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales agentmade to or through a market maker other than on an exchange, in block transactions or by any other method permitted by law, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. (b) Such instructions may be given and the Agent agrees to use its reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to may be sold through an Agent on a daily an agented basis or otherwise as shall be agreed to by the Company and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Nasdaq is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed such Agent to make such sales, on behalf of the Company or on behalf of the applicable Forward Purchaser as forward seller, and (ii) the Company has satisfied or such Agent (and if applicable, such Forward Purchaser) has waived the covenants and conditions specified in Sections 3 and 5 hereof. On any Trading Day, the Company may sell Shares through only one Agent; provided that the foregoing shall not prohibit the Company and the Operating Partnership from entering into a Terms Agreement with two or more Agents providing for such Agents, each acting severally as principal, to offer and sell Shares as set forth in the Terms Agreement or prohibit or limit in any respect the offer or sale of Shares purchased by any Agent, as principal, from the Company pursuant to the Terms Agreement. If the Company determines to sell Shares through an Agent, it shall (i) in the case of sales on behalf of the Company, instruct the applicable Agent by telephone (confirmed promptly by electronic mailfacsimile transmission or email, which confirmation will be promptly acknowledged by such Agent, including whether such Agent accepts or declines such instructions in its sole discretion) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number and the maximum aggregate gross sales price of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject , or (ii) in the case of a Forward, propose to the applicable Forward Purchaser and such Agent acting as forward seller, by delivery of an instruction by email, to execute a Forward with the parameters specified in the next sentence. If the Company desires that a Forward Purchaser enter into a Confirmation and that the applicable Agent sell Forward Hedge Shares as forward seller on behalf of such Forward Purchaser pursuant to such Confirmation in accordance with Section 2(a)(ii), the Company’s instruction shall be substantially in the form set forth in Annex II (or such other form as the Company, such Forward Purchaser and the relevant Agent shall agree) (the “Forward Instruction Notice”) and shall include: (A) the maximum number, maximum aggregate gross sales price and minimum sales price per share of Forward Hedge Shares to be sold by the relevant Agent over the Forward Hedge Selling Period specified in such Forward Instruction Notice (such maximum aggregate gross sales price, the “Aggregate Maximum Forward Hedge Amount”) and (B) the desired terms and conditions hereof, for the related Confirmation. The relevant Forward Purchaser and/or the Agent shall use its commercially reasonable efforts promptly, and in any event prior to sell on a particular day, consistent with its normal the opening of trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at Trading Day following the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at Trading Day on which such Shares may be sold). ii. The Company acknowledges and agrees that Forward Instruction Notice was delivered, choose to (A) there can be no assurance that accept the Agent will be successful terms proposed in selling the Sharessuch Forward Instruction Notice, (B) decline to participate in the Agent will incur no liability proposed Forward or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) propose amended terms upon which the Forward Purchaser and/or the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by would participate in the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail), suspend the offering of the Shares for any reason and at any timeproposed Forward; provided, however, that in the case of clause (C), the Company may accept or reject such suspension amended terms in its sole discretion no later than on the Trading Day immediately following the Trading Day on which the Forward Purchaser and/or the Agent proposed such amended terms. Promptly upon the acceptance of a Forward Instruction Notice (or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder its amended terms, as applicable, and in any event prior to the giving opening of such notice. iv. The Agent hereby covenants and agrees not to make any sales of trading on the Shares on behalf of the Company, pursuant to this Section 3(aimmediately following Trading Day), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. The compensation to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement Forward Purchaser shall be at a mutually agreed rate, not to exceed 2.0 % of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent Confirmation substantially in the reoffering form of the Shares, Exhibit E hereto and the time and date (each consistent with such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the AgentForward Instruction Notice. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares exclusively through an Agent acting as sales agent or directly to an Agent acting as principal from time to time through (the “Designated Agent, acting as sales agent”), and the Designated Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Designated Agent acting as sales agent or directly to the Designated Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsNasdaq, in negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. Anything to the contrary notwithstanding in this Agreement, without the Company’s prior written consent, the Designated Agent may not place any shares by any method other than transactions that are deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the 1933 Act, including sales made directly on the Nasdaq or any other existing trading market for the Shares. The Designated Agent shall effect any sales of Shares in accordance with applicable state and federal rules and regulations and the rules of Nasdaq and otherwise in accordance with the instructions to sell shares delivered pursuant to Section 2(b). Nothing contained herein restricts, nor may be deemed to restrict, the Company from undertaking another offering of its securities, including pursuant to separate registrations under the 1933 Act (or any exemption from such registration), or another offering under the Registration Statement, provided the Company complies with Section 3(p). i. The (b) Subject to instructions to sell Shares delivered pursuant to this Section 2(b) or the applicable Terms Agreement, the Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Designated Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE Nasdaq is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 7 of this Agreement and that the Company has instructed the Designated Agent to make such sales. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which the Designated Agent is acting for the Company in a capacity other than as Agent under this Agreement. The On any Trading Day, the Company may instruct the Designated Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Designated Agent) as to the maximum amount aggregate dollar value of the Shares or number of Shares to be sold by the Designated Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) and Statement), the minimum price per Share at which such Shares may be soldsold and in accordance with such other terms specified by the Company in connection with such instruction. For purposes of this Section 2, the notice parties for each of the Company and the Agents are set forth on Schedule 1. Subject to the terms and conditions hereof, the Designated Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiand in the manner and on the terms so designated by the Company. The Company acknowledges and agrees the Designated Agent each acknowledge and agree that (A) there can be no assurance that the Designated Agent will be successful in selling the Shares, (B) the Designated Agent will incur no liability or obligation to the Company or any other person or entity if it does they do not sell Shares for any reason other than a failure by the Designated Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Designated Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by each of the Designated Agent and the CompanyCompany pursuant to this Agreement and the applicable Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Designated Agent as sales agent shall not be obligated to use its reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number in excess of the number or maximum aggregate dollar value of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, and notified to the Designated Agent in writing. The In addition, the Company may, upon notice to the Designated Agent, suspend the offering of the Shares or the Designated Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mail)Company, suspend the offering of the Shares with respect to which the Designated Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. Any notice given pursuant to the preceding sentence may be given by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly acknowledged). iv. (d) The Agent hereby covenants and agrees not to make gross sales price per share of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Designated Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for the Company’s Shares sold by the Company and Designated Agent on the Agent pursuant Nasdaq or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Designated Agent for sales of the Shares with respect to which the Designated Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 3.0% of the gross sales price of the Shares for amounts of Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent Designated Agent, acting as principal principal, at a price agreed upon with the Designated Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Designated Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. vi. The (e) If acting as a sales agent hereunder, the Designated Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE Nasdaq, each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the Net Proceeds to the Company, Company and the compensation payable by the Company to the such Designated Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be the aggregate offering price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate offering price or number, as the case may be, of Shares (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and invoiced in periodic statements the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Agent Company’s board of directors, or a duly authorized committee thereof, and notified to the CompanyDesignated Agent in writing. In addition, under no circumstances shall any Shares with payment respect to which the Designated Agent acts as sales agent be made sold at a price lower than the minimum price therefor authorized from time to time by the Company promptly after its receipt Company’s board of directors, or a duly authorized committee thereof, and notified to the Designated Agent in writing. vii. (g) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Designated Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Designated Agent for settlement on such date shall be issued and delivered by the Company to the Designated Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Designated Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Designated Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Designated Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Designated Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches . (h) Notwithstanding any other provision of this Agreement by failing to deliver the Net Proceeds to Agreement, the Company on any Settlement Date for and the Agents agree that no sales of Shares delivered by the Companyshall take place, the Agent will pay and the Company interest based on shall not request the effective overnight federal funds rate on such unpaid amount less sale of any compensation due Shares that would be sold, and the Agents shall not be obligated to sell, during any period in which the AgentCompany is, or could be deemed to be, in possession of material non-public information. viii. (i) At each Applicable Time, Settlement Date, Representation Registration Amendment Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x))each Company Periodic Report Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Agents to use its their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 7 of this Agreement. (bj) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through an Agent, and only one of the Agent or an Alternative Agent a single Agent, on any single given day, but in no event by more than one, day and the Company shall in no event request that the more than one Agent and any of the Alternative Agents offer or sell Shares on the same day; provided, however, provided however that (ai) the foregoing limitation shall not apply to (iA) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument instruction governing such security or securities, (iiB) sales solely to employees employees, directors or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, person and (bii) such limitation shall not apply (A) on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (fB) If either during a period in which the Company or has notified the Agent has reason to believe Agents that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are it will not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the sell Shares under this Agreement and any Terms Agreement shall be suspended until that (1) no instructions to a Designated Agent to sell Shares are pending or other exemptive provisions (2) after instructions to a Designated Agent to sell Shares have been satisfied in the judgment of each partywithdrawn. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through an Agent acting as sales agent or directly to an Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the each Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through an Agent acting as sales agent or directly to an Agent acting as principal will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold sold, on a daily basis or otherwise as shall be agreed to by the Company and the an Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this AgreementAgreement and that the Company has instructed such Agent to make such sales. The On any Trading Day, the Company may instruct an Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by such Agent) as to the maximum amount number of the Shares to be sold by the such Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. On any Trading Day, the Company may sell Shares only through one Agent, and in no event may the Company sell Shares on any Trading Day through both Agents. Subject to the terms and conditions hereof, the an Agent instructed to sell Shares on a Trading Day shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company and such Agent acknowledges and agrees that (A) there can be no assurance that the such Agent will be successful in selling the Shares, (B) the such Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the such Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the such Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the neither Agent as sales agent shall not be obligated to use its reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent Agents in writingwriting (including by telecopy or email, upon acknowledgement of receipt). The In addition, the Company or the applicable Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which such Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to an Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by such Agent on the Company and the Agent pursuant NYSE or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the an Agent for sales of the Shares with respect to which the such Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable calculated as described provided in the succeeding subsection (vi) belowSchedule I hereto. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent one or both Agents as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The applicable Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required with an itemization of such deductions. Notwithstanding the foregoing, in the event the Company engages an Agent for a sale of Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and such Agent will agree prior to the commencement thereof to compensation that is customary for such Agent with respect to such transactions, it being understood that neither Agent shall engage in any activity that it reasonably believes would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, of the Shares without first notifying the Company in writing; provided, however, that no such prior notification shall be required where an Agent is acting as sales agent as described above for sales of the Company’s Common Stock at the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by such Agent on the NYSE or otherwise, at prices relating to prevailing market prices or at negotiated prices and for which it is entitled to receive the compensation calculated as provided in Schedule I hereto. vi. The (e) If acting as sales agent hereunder, an Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the such Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be the aggregate gross sales price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and invoiced the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Company’s board of directors, or a duly authorized committee thereof or approved for listing on the NYSE, and in periodic statements from the Agent each case referred to in this clause (iii), and notified to the CompanyAgents in writing. In addition, under no circumstances shall any Shares with payment respect to which an Agent acts as sales agent be made sold at a price lower than the minimum price therefor authorized from time to time by the Company promptly after its receipt Company’s board of directors, or a duly authorized committee thereof, and notified to the Agents in writing. vii. (g) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business second business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the applicable Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the an Agent for settlement on such date shall be issued and delivered by the Company to the such Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the applicable Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by such Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the applicable Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the such Agent any commission to which it would otherwise be entitled absent such default. If the an Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the such Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (gh) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, of any Shares and, by notice to the applicable Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the neither Agent shall not be obligated to offer or sell any Shares, (i) during any period in which such Agent believes that the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(i) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hi) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the an Agent (with a copy to counsel to the AgentAgents) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the such Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the such Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k(3)(j), (l), (mk) and (nl) hereof; , respectively, (iii) afford the such Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iiiii) of Section 3(g2(h) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(i) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(i) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g2(h), which shall have independent application. (j) At each Applicable Time, Settlement Date, Registration Statement Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of an Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company Fund agrees to issue and sell Shares through the Agent acting as sales agent, or directly to the Agent acting as principal from time to time through the Agent, acting as sales agentpursuant to a Terms Agreement, and the Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the CompanyFund, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company Fund and the Agent on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) that the Company Fund has satisfied its obligations under Section 5 of this Agreement and that the Fund has instructed the Agent to make such sales. On any Trading Day, the Fund may instruct the Agent by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Agent shall use its commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiFund. The Company acknowledges Fund and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company Fund or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the CompanyFund pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The Company (c) Notwithstanding the foregoing, the Fund shall not authorize the issuance and sale of, and the Agent as sales agent shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the CompanyFund’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent in writing. The Company In addition, the Fund or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. The compensation to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 % of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. The Agent shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the compensation payable by the Company to the Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business Day following the date on which such sales are made (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments in same day funds delivered to the account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company The Fund agrees that any offer to sell Sharessell, any solicitation of an offer to buy Sharesbuy, or any sales of Shares or any other equity security of the Fund shall only be effected by or through only one of the Agent or an the Alternative Agent on any single given day, but in no event by more than oneboth, and the Company shall in no event request that the Agent and any of the Alternative Agents Agent sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company Fund or its subsidiariesAdviser, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement. (e) The gross sales price of any Shares sold pursuant to this Agreement by the Agent acting as sales agent of the Fund shall be the market price prevailing at the time of sale for shares of the Fund’s Common Stock sold by the Agent on the NYSE or an Alternative Equity Distribution otherwise, at prices relating to prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of Shares with respect to which the Agent acts as sales agent shall be equal to 3.0% of the gross sales price of the Shares sold pursuant to this Agreement. The Fund may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Fund for such Shares (the “Net Proceeds”). The Agent shall notify the Fund as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Fund engages the Agent for a sale of Shares for which the Agent engages in special selling efforts, as that term is used in Regulation M under the 1934 Act, the Fund and the Agent will agree to compensation that is customary for the Agent with respect to such transactions. (f) If either the Company or acting as sales agent hereunder, the Agent has reason shall provide written confirmation to believe the Fund following the close of trading on the NYSE each day in which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the aggregate gross sales proceeds of the Shares, the aggregate Net Proceeds to the Fund and the aggregate compensation payable by the Fund to the Agent with respect to such sales. (g) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares sold pursuant to this Agreement, any Terms Agreement, the Alternative Distribution Agreement, and any Alternative Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement as the Maximum Amount, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Fund’s board of directors, or a duly authorized committee thereof or approved for listing on the NYSE and, in each case referred to in this clause (iii), notified to the Agent in writing. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the Fund’s board of directors, or a duly authorized committee thereof, and notified to the Agent in writing. (h) If either party believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Fund or the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (gi) Settlement for sales of Shares pursuant to this Section 2 will occur on the third business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Fund and the Agent (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be delivered by the Fund to the Agent against payment of the Net Proceeds from the sale of such Shares. Settlement for all Shares shall be effected by book-entry delivery of Shares to the Agent’s account at The Depository Trust Company against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Fund. If the Fund shall default on its obligation to deliver Shares on any Settlement Date, the Fund shall (i) indemnify and hold the Agent selling such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Fund and (ii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the applicable Net Proceeds on any Settlement Date for Shares delivered by the Fund, the Agent will pay the Fund interest based on the effective overnight federal funds rate until such proceeds, together with such interest, have been fully paid. (j) Notwithstanding any other provision of this Agreement, the Company Fund shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company Fund’s xxxxxxx xxxxxxx policy, as it exists on the date of this Agreement, would prohibit the purchases or sales of the Fund’s Common Stock by its officers or directors, (ii) during any other period in which the Fund is, or could be deemed to be, in possession of material non-public information, or information and (iiiii) except as provided in Section 3(h) below, at any time from and including if the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and instructions for the same period offer or periods, as sale of any Shares are not pre-cleared by the case may be, covered by such Earnings AnnouncementFund’s Chief Compliance Officer or a designee of the Chief Compliance Officer. (hk) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing At each Applicable Time, Settlement Date, Registration Amendment Date and each Fund Periodic Report Date, Fund Material Disclosure Date and Request Date, the Company Fund shall (i) prepare be deemed to have affirmed each representation and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth warranty contained in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent this Agreement. Any obligation of the Agent to use its commercially reasonable efforts to sell the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time Shares on behalf of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-KFund as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Fund herein, as to the case may be. For purposes of clarity, performance by the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any Fund of its obligations under this Agreement with respect hereunder and to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, continuing satisfaction of the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided additional conditions specified in Section 4 hereof and (B) 5 of this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationAgreement.

Sale and Delivery of Shares. Subject (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by (i) Each time that the Company wishes to issue and the Agent sell Shares on any day that (A) is a trading day for the NYSE Nasdaq Global Select Market (a “Trading Day”) (other than a day Trading Day on which the NYSE Nasdaq Global Select Market is scheduled to close prior to its regular weekday closing time) pursuant to this Agreement (each, a “Placement”), it will instruct the Manager by telephone of the parameters in accordance with which it desires Shares to be sold, which shall at a minimum include the number of Shares to be offered, the time period during which sales are requested to be made, the minimum price below which sales may not be made and any limitation on the number of Shares that may be sold in any one day (Ba “Placement Notice”). The Manager will, prior to 4:30 p.m. (New York City time) or, if later, within three hours after receipt of the Placement Notice, on the same business day (as defined below) on which such Placement Notice is delivered to the Manager, issue to the Company a notice by email addressed to all of the authorized representatives of the Company on Schedule D hereto (the “Authorized Company Representatives”) confirming all of the parameters of the Placement. The Placement Notice shall be effective upon receipt by any of the Authorized Company Representatives of the email notice from the Manager, unless and until (i) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum entire amount of the Shares to be sold covered by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less Placement Notice have been sold, (ii) any amounts already issued and sold pursuant to in accordance with Section 3(a)(ii) hereof, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement and has been terminated under the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldprovisions of Section 9. Subject to the terms and conditions hereof, the Agent Manager shall use its commercially reasonable efforts to offer and sell on a particular day, consistent with its normal trading practices, all of the Shares designated for in the sale by Placement Notice; provided, however, that the Company on such day. The gross sales price of Manager shall have no obligation to offer or sell any Shares, and the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that the Manager shall have no such obligation in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Manager constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Manager reasonably believes it may be deemed to be an “underwriter” under the 1933 Act in a transaction that is other than (A) there can be no assurance by means of ordinary brokers’ transactions between members of the NASDAQ that qualify for delivery of a Prospectus to the Agent will be successful NASDAQ in selling accordance with Rule 153 under the Shares, 1933 Act or (B) directly on or through an electronic communication network, a “dark pool” or any similar market venue (the Agent will incur no liability or obligation transactions described in (A) and (B) are hereinafter referred to as “At the Market Offerings”). (ii) Notwithstanding the foregoing, the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailmail from such party), suspend the offering of the Shares for any reason and at any timepursuant to this Agreement or suspend or terminate a previously issued Placement Notice; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (iii) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of At the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) Market Offerings and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms AgreementManager. v. (iv) The compensation to the Agent Manager, as an agent of the Company, for sales of the Shares with respect to which made on or after the Agent acts as sales agent under date of this Agreement shall be at a mutually agreed rate, not to exceed 2.0 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below). The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time applicable time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (v) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly as soon as practicable following the close of trading on the NYSE Nasdaq Global Select Market each day in which the Shares are sold under this Section 3(a) setting forth the number aggregate amount of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the aggregate compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. (vi) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business second Trading Day following the date on which such sales are made made, unless another date shall be agreed upon by the Company and the Manager (provided that, if such Trading Day is not a business day, then settlement will occur on the next succeeding Trading Day that is also a business day) (each such daydate, a “Settlement Date”). As used herein, the term “business day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law, regulation or executive order to close. On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery electronically transferring the Shares by the Company or its transfer agent to the Manager’s account, or to the account of the Shares to the AgentManager’s account designee, at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Manager, which in all cases shall be freely tradable, transferable, registered shares eligible for delivery through DTC, in return for payments in same day funds delivered to the account designated by the Company. If the Company Company, or its transfer agent (if applicable) ), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds The Authorized Company Representatives, or any designees thereof as notified to the Manager in writing, shall be the contact persons for the Company on any for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section 3(a)(vi). (vii) At each Time of Sale, Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, and Representation Date (as defined in Section 4(k)4(q) and Filing Date (as defined in Section 4(x)hereof), the Company shall be deemed to have affirmed each representation its representations and warranty warranties contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company hereinCompany, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 5 of this Agreement. (bi) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”)or as set forth in Section 3(a) of any Alternative Equity Distribution Agreement, it will may elect, in its sole discretion, to notify the Agent Manager of the proposed terms of such Placementsale. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company Company, wishes to accept amended terms, the Agent and Manager, the Company and, if applicable, the Alternative Managers will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a any Terms Agreement, the terms of such Terms Agreement will control. For avoidance of doubt, nothing contained in this Agreement shall be construed to require the Company to engage the Manager or any Alternative Managers in connection with the offer and sale of any of the Company’s securities, including shares of the Common Stock, whether in connection with an underwriting offering or otherwise. (c) Each In the event the Company engages the Manager for a sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for that would constitute the sale of such Shares toa “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the purchase thereof by, Manager will agree to compensation that is customary for the Agent. A Terms Agreement may also specify certain provisions relating Manager with respect to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agenttransactions. (d) (i) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate value gross sales proceeds or the aggregate number of the Shares sold pursuant to this Agreement, the Agreement and any Alternative Equity Distribution Agreements and any Terms Agreement would exceed the lesser of (iA) the Maximum Amount, (iiB) the number of shares of the Common Stock amount available for issuance offer and sale under the currently effective Registration Statement or and (iiiC) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the BoardCompany’s board of directors, or a duly authorized committee thereof, and notified to the Agent Manager in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, . Under no circumstances shall the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, cause or request the offer or sale of, of any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Manager in which the Company is, or could be deemed to be, in possession of material non-public information, or writing and (ii) except as provided in Section 3(h) belowat a price (net of the Manager’s commission, at any time from and including the date (each, an “Announcement Date”) on which discount or other compensation for such sales payable by the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h3) shall not relieve lower than the Company’s then-current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company from any of its obligations has received the requisite stockholder approval under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, 1940 Act and notifies the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided Manager in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationwriting.

Sale and Delivery of Shares. Subject (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by (i) Each time that the Company wishes to issue and the Agent sell Shares on any day that (A) is a trading day for the NYSE NASDAQ Global Select Market (the “NASDAQ”) (a “Trading Day”) (other than a day Trading Day on which the NYSE NASDAQ is scheduled to close prior to its regular weekday closing time) pursuant to this Agreement (each, a “Placement”), it will instruct the Manager by telephone of the parameters in accordance with which it desires Shares to be sold, which shall at a minimum include the number of Shares to be offered, the time period during which sales are requested to be made, the minimum price below which sales may not be made and any limitation on the number of Shares that may be sold in any one day (Ba “Placement Notice”). If the Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Manager will, prior to 4:30 p.m. (New York City time) or, if later, within three hours after receipt of the Placement Notice, on the same business day (as defined below) on which such Placement Notice is delivered to the Manager, issue to the Company a notice by email addressed to all of the authorized representatives of the Company on Schedule C hereto (the “Authorized Company Representatives”) confirming all of the parameters of the Placement or setting forth the terms it is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Manager until the Company delivers to the Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by any of the Authorized Company Representatives of the email notice from the Manager or upon receipt by the Manager of the Company’s Acceptance, as the case may be, unless and until (i) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum entire amount of the Shares to be sold covered by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less Placement Notice have been sold, (ii) any amounts already issued and sold pursuant to in accordance with Section 4(a)(ii) hereof, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement and has been terminated under the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldprovisions of Section 10. Subject to the terms and conditions hereof, the Agent Manager shall use its commercially reasonable efforts to offer and sell on a particular day, consistent with its normal trading practices, all of the Shares designated for in the sale by Placement Notice; provided, however, that the Company on such day. The gross sales price of Manager shall have no obligation to offer or sell any Shares, and the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that the Manager shall have no such obligation in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Manager constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Manager reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than (A) there can be no assurance by means of ordinary brokers’ transactions between members of the NASDAQ that qualify for delivery of a Prospectus to the Agent will be successful NASDAQ in selling accordance with Rule 153 under the Shares, 1933 Act or (B) directly on or through an electronic communication network, a “dark pool” or any similar market venue (the Agent will incur no liability or obligation transactions described in (A) and (B) are hereinafter referred to as “At the Market Offerings”). (ii) Notwithstanding the foregoing, the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailmail from such party), suspend the offering of the Shares for any reason and at any timepursuant to this Agreement or suspend or terminate a previously issued Placement Notice; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (iii) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a4(a), other than (A) by means of ordinary brokers’ transactions between members of At the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) Market Offerings and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms AgreementManager. v. (iv) The compensation to the Agent Manager, as an agent of the Company, for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 [·]% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below4(a). The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time applicable time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (v) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly as soon as practicable following the close of trading on the NYSE NASDAQ each day in which the Shares are sold under this Section 3(a4(a) setting forth the number aggregate amount of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the aggregate compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation For the avoidance of doubt, such written confirmation shall be set forth and invoiced in periodic statements from the Agent provided to the Company, with payment to be made by Company no later than the Company promptly after its receipt thereofopening of trading on the immediately following Trading Day. vii. (vi) Settlement for sales of the Shares pursuant to this Section 3(a4(a) will occur on the third Business Trading Day following the date on which such sales are made (provided that, if such third Trading Day is not a business day, then settlement will occur on the next succeeding Trading Day that is also a business day), unless another date shall be agreed upon by the Company and the Manager (each such daydate, a “Settlement Date”). As used herein, the term “business day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law, regulation or executive order to close. On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery electronically transferring the Shares by the Company or its transfer agent to the Manager’s account, or to the account of the Shares to the AgentManager’s account designee, at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Manager, which in all cases shall be freely tradable, transferable, registered shares eligible for delivery through DTC, in return for payments in same day funds delivered to the account designated by the Company. If the Company Company, or its transfer agent (if applicable) ), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds The Authorized Company Representatives, or any designees thereof as notified to the Manager in writing, shall be the contact persons for the Company on any for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section 4(a)(vi). (vii) At each Time of Sale, Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, and Representation Date (as defined in Section 4(k)5(s) and Filing Date (as defined in Section 4(x)hereof), the Company Company, the Adviser and the Administrator shall be deemed to have affirmed each representation their respective representations and warranty warranties contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company Company, the Adviser and the Administrator herein, to the performance by the Company Company, the Adviser and the Administrator of its their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (bi) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a4(a) of this Agreement (each, a “Placement”)or as set forth in Section 4(a) of any Alternative Equity Distribution Agreement, it will may elect, in its sole discretion, to notify the Agent Manager of the proposed terms of such Placementsale. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company Company, wishes to accept amended terms, the Agent and Manager, the Company and, if applicable, the Alternative Managers will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a any Terms Agreement, the terms of such Terms Agreement will control. For avoidance of doubt, nothing contained in this Agreement shall be construed to require the Company to engage the Manager or any Alternative Managers in connection with the offer and sale of any of the Company’s securities, including shares of its Common Stock, whether in connection with an underwritten offering or otherwise. (c) In the event the Company engages the Manager for a sale of Shares that would constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the Manager will agree to compensation that is customary for the Manager with respect to such transactions. (d) (i) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate gross sales proceeds or the aggregate number of the Shares sold pursuant to this Agreement and any Alternative Equity Distribution Agreement would exceed the lesser of (A) the Maximum Amount, (B) the amount available for offer and sale under the currently effective Registration Statement and (C) the amount authorized from time to time to be issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Manager in writing. Under no circumstances shall the Company cause or request the offer or sale of any Shares (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Manager in writing and (ii) at a price (net of the Manager’s commission, discount or other compensation for such sales payable by the Company pursuant to this Section 4) lower than the Company’s then current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company has received the requisite approval from the Company’s board of directors or a duly authorized committee thereof, and notifies the Manager in writing. (ii) If any party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other parties and sales of the Shares under this Agreement and any Alternative Equity Distribution Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. Upon the reasonable request of the Company in writing to the Manager (which such request may be by electronic mail), the Manager shall promptly calculate and provide in writing to the Company a report setting forth, for the prior week, the average daily trading volume (as defined in Rule 100 of Regulation M under the Exchange Act) of the Common Stock. (e) Each sale of the Shares to or through the Agent Manager or any Alternative Manager, as applicable, shall be made in accordance with the terms of this Agreement andor, if applicable, a Terms Agreement, which will provide for or the sale of such Shares torespective Alternative Equity Distribution Agreement or, and the purchase thereof byif applicable, the Agent. A an Alternative Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the AgentAgreement, as applicable. The commitment of the Agent Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Company, the Adviser and the Administrator herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent Manager pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent Manager in the reoffering of the Shares, any provisions relating to the granting of an option to purchase additional Shares for the purpose of covering over-allotments, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement hereof and any other information or documents required by the AgentManager. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. Subject (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by (i) Each time that the Company wishes to issue and the Agent sell Shares on any day that (A) is a trading day for the NYSE Nasdaq Global Select Market (the “NASDAQ”) (a “Trading Day”) (other than a day Trading Day on which the NYSE NASDAQ is scheduled to close prior to its regular weekday closing time) pursuant to this Agreement (each, a “Placement”), it will instruct the Manager by telephone of the parameters in accordance with which it desires Shares to be sold, which shall at a minimum include the number of Shares to be offered, the time period during which sales are requested to be made, the minimum price below which sales may not be made and any limitation on the number of Shares that may be sold in any one day (Ba “Placement Notice”). If the Manager wishes to accept such proposed terms included in the Placement Notice (which it may decline to do for any reason in its sole discretion) or, following discussion with the Company, wishes to accept amended terms, the Manager will, prior to 4:30 p.m. (New York City time) or, if later, within three hours after receipt of the Placement Notice, on the same business day (as defined below) on which such Placement Notice is delivered to the Manager, issue to the Company a notice by email addressed to all of the authorized representatives of the Company on Schedule C hereto (the “Authorized Company Representatives”) confirming all of the parameters of the Placement or setting forth the terms it is willing to accept. Where the terms provided in the Placement Notice are amended as provided for in the immediately preceding sentence, such terms will not be binding on the Company or the Manager until the Company delivers to the Manager an acceptance by email (or other method mutually agreed to in writing by the parties) of all of the terms of such Placement Notice, as amended (the “Acceptance”). The Placement Notice (as amended by the corresponding Acceptance, if applicable) shall be effective upon receipt by any of the Authorized Company Representatives of the email notice from the Manager or upon receipt by the Manager of the Company’s Acceptance, as the case may be, unless and until (i) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum entire amount of the Shares to be sold covered by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less Placement Notice have been sold, (ii) any amounts already issued and sold pursuant to in accordance with Section 4(a)(ii) hereof, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement and has been terminated under the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldprovisions of Section 10. Subject to the terms and conditions hereofhereof (including, without limitation, the Agent accuracy of the representations and warranties of the Company, the Adviser and the Administrator, the performance by the Company of its covenants and other obligations contained herein and the satisfaction of additional conditions specified in Section 6) the Manager shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practices, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that (A) there can be no assurance that the Agent will be successful in selling the Shares, (B) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations regulations, to offer and sell such all of the Shares as required under this Agreementdesignated in the Placement Notice; provided, and (C) however, that the Agent Manager shall be under have no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale ofoffer or sell any Shares, and the Agent Company acknowledges and agrees that the Manager shall not have no such obligation in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Manager constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Manager reasonably believes it may be obligated deemed an “underwriter” under the 1933 Act in a transaction that is other than (A) by means of ordinary brokers’ transactions between members of the NASDAQ that qualify for delivery of a Prospectus to use its reasonable efforts to sellthe NASDAQ in accordance with Rule 153 under the 1933 Act or (B) directly on or through an electronic communication network, a “dark pool” or any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors similar market venue (the transactions described in (A) and (B) are hereinafter referred to as “BoardAt the Market Offerings”). (ii) Notwithstanding the foregoing, or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailmail from such party), suspend the offering of the Shares for any reason and at any timepursuant to this Agreement or suspend or terminate a previously issued Placement Notice; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (iii) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a4(a), other than (A) by means of ordinary brokers’ transactions between members of At the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) Market Offerings and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent Manager. (iv) The gross sales price of any Shares sold pursuant to a Terms Agreement. v. this Agreement by the Manager acting as sales agent of the Company shall be equal to, in the discretion of the Manager, the market price prevailing at the time of sale for the Shares sold by the Manager on the NASDAQ or otherwise, at prices related to prevailing market prices or at negotiated prices (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). The compensation to the Agent Manager, as an agent of the Company, for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not up to exceed 2.0 1.5% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below4(a). The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time applicable time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees fees, transfer taxes or any similar taxes imposed on the Agent by any governmental or self-regulatory organization in respect of connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (v) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly as soon as practicable following the close of trading on the NYSE NASDAQ each day in which the Shares are sold under this Section 3(a4(a) setting forth the number aggregate amount of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the aggregate compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation If requested in the Placement Notice, the Manager shall be set forth and invoiced in periodic statements from the Agent provide written confirmation to the Company’s transfer agent (at the address set forth in the Placement Notice) of the aggregate amount of the Shares sold on such day, with payment to be made by at the time the Company promptly after its receipt thereofis sent such information. vii. (vi) Settlement for sales of the Shares pursuant to this Section 3(a4(a) will occur on the third Business first Trading Day following the date on which such sales are made (provided that, if such first Trading Day is not a business day, then settlement will occur on the next succeeding Trading Day that is also a business day), unless another date shall be agreed upon by the Company and the Manager (each such daydate, a “Settlement Date”). As used herein, the term “business day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law, regulation or executive order to close. On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery electronically transferring the Shares by the Company or its transfer agent to the Manager’s account, or to the account of the Shares to the AgentManager’s account designee, at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Manager, which in all cases shall be freely tradable, transferable, registered shares eligible for delivery through DTC, in return for payments in same day funds delivered to the account designated by the Company. If the Company Company, or its transfer agent (if applicable) ), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds The Authorized Company Representatives, or any designees thereof as notified to the Manager in writing, shall be the contact persons for the Company on any for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section 4(a)(vi). (vii) At each Time of Sale, Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, and Representation Date (as defined in Section 4(k)5(s) and Filing Date (as defined in Section 4(x)hereof), the Company Company, the Adviser and the Administrator shall be deemed to have affirmed each representation their respective representations and warranty warranties contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company Company, the Adviser and the Administrator herein, to the performance by the Company Company, the Adviser and the Administrator of its their obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (bi) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a4(a) of this Agreement (each, a “Placement”)or as set forth in Section 4(a) of any Alternative Equity Distribution Agreement, it will may elect, in its sole discretion, to notify the Agent Manager of the proposed terms of such Placementsale. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company Company, wishes to accept amended terms, the Agent and Manager, the Company and, if applicable, the Alternative Managers will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a any Terms Agreement, the terms of such Terms Agreement will control. For avoidance of doubt, nothing contained in this Agreement shall be construed to require the Company to engage the Manager or any Alternative Managers in connection with the offer and sale of any of the Company’s securities, including shares of its Common Stock, whether in connection with an underwritten offering or otherwise. (c) Each In the event the Company engages the Manager for a sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for that would constitute the sale of such Shares toa “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the purchase thereof by, Manager will agree to compensation and deliverables that are customary for the Agent. A Terms Agreement may also specify certain provisions relating Manager with respect to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agenttransactions. (d) Under (i) On or after the date of this Agreement, under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate value gross sales proceeds or the aggregate number of the Shares sold pursuant to this Agreement, the Agreement and any Alternative Equity Distribution Agreements and any Terms Agreement would exceed the lesser of (iA) the Maximum Amount, (iiB) the number of shares of the Common Stock amount available for issuance offer and sale under the currently effective Registration Statement or (iiiC) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the BoardCompany’s board of directors, or a duly authorized committee thereof, and notified to the Agent Manager in writing, and (D) the amount that would require approval of the stockholders of the Company under Nasdaq Rule 5635 (or any successor rule). Under no circumstances shall the Company cause or request the offer or sale of any Shares (i) at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Manager in writing and (ii) at a price (net of the Manager’s commission, discount or other compensation for such sales payable by the Company pursuant to this Section 4) lower than the Company’s then current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company has received the requisite approval from the Company’s stockholders and the board of directors or a duly authorized committee thereof as required by the 1940 Act, and notifies the Manager in writing. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 4(d) on the number and the price of the Shares to be issued and sold under this Agreement shall be the sole responsibility of the Company, and the Manager shall have no obligation in connection with such compliance. The Manager shall have no responsibility for maintaining records with respect to the Shares available for sale under the Registration Statement. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on If any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent party has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party parties and sales of the Shares under this Agreement and any Terms Alternative Equity Distribution Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. . Upon the reasonable request of the Company in writing to the Manager (g) Notwithstanding any other provision of this Agreementwhich such request may be by electronic mail), the Company Manager shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice promptly calculate and provide in writing to the Agent given by telephone (confirmed promptly by telecopy or email)Company a report setting forth, shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Timeprior week, the Company shall average daily trading volume (ias defined in Rule 100 of Regulation M under the Exchange Act) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationCommon Stock.

Sale and Delivery of Shares. Subject (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell Shares from time to time through the AgentManager, acting as sales agent, and the Agent Manager agrees to use its commercially reasonable efforts to sell, as sales agent for the Company, the Shares on the following terms. i. The Shares are to be sold on a daily basis or otherwise as shall be agreed to by (i) Each time that the Company wishes to issue and the Agent sell Shares on any day that (A) is a trading day for the NYSE Nasdaq Global Select Market (a “Trading Day”) (other than a day Trading Day on which the NYSE Nasdaq Global Select Market is scheduled to close prior to its regular weekday closing time) pursuant to this Agreement (each, a “Placement”), it will instruct the Manager by telephone of the parameters in accordance with which it desires Shares to be sold, which shall at a minimum include the number of Shares to be offered, the time period during which sales are requested to be made, the minimum price below which sales may not be made and any limitation on the number of Shares that may be sold in any one day (Ba “Placement Notice”). The Manager will, prior to 4:30 p.m. (New York City time) or, if later, within three hours after receipt of the Placement Notice, on the same business day (as defined below) on which such Placement Notice is delivered to the Manager, issue to the Company a notice by email addressed to all of the authorized representatives of the Company on Schedule D hereto (the “Authorized Company Representatives”) confirming all of the parameters of the Placement. The Placement Notice shall be effective upon receipt by any of the Authorized Company Representatives of the email notice from the Manager, unless and until (i) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum entire amount of the Shares to be sold covered by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less Placement Notice have been sold, (ii) any amounts already issued and sold pursuant to in accordance with Section 3(a)(ii) hereof, the Company suspends or terminates the Placement Notice, (iii) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (iv) this Agreement and has been terminated under the Alternative Equity Distribution Agreements) and the minimum price per Share at which such Shares may be soldprovisions of Section 9. Subject to the terms and conditions hereof, the Agent Manager shall use its commercially reasonable efforts to offer and sell on a particular day, consistent with its normal trading practices, all of the Shares designated for in the sale by Placement Notice; provided, however, that the Company on such day. The gross sales price of Manager shall have no obligation to offer or sell any Shares, and the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share designated by the Company at which such Shares may be sold). ii. The Company acknowledges and agrees that the Manager shall have no such obligation in the event an offer or sale of the Shares on behalf of the Company may in the judgment of the Manager constitute the sale of a “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution” within the meaning of Rule 100 of Regulation M under the Exchange Act or the Manager reasonably believes it may be deemed an “underwriter” under the 1933 Act in a transaction that is other than (A) there can be no assurance by means of ordinary brokers’ transactions between members of the NASDAQ that qualify for delivery of a Prospectus to the Agent will be successful NASDAQ in selling accordance with Rule 153 under the Shares, 1933 Act or (B) directly on or through an electronic communication network, a “dark pool” or any similar market venue (the Agent will incur no liability or obligation transactions described in (A) and (B) are hereinafter referred to as “At the Market Offerings”). (ii) Notwithstanding the foregoing, the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. The Company or the Agent Manager may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailmail from such party), suspend the offering of the Shares for any reason and at any timepursuant to this Agreement or suspend or terminate a previously issued Placement Notice; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (iii) The Agent Manager hereby covenants and agrees not to make any sales of the Shares on behalf of the Company, pursuant to this Section 3(a), other than (A) by means of ordinary brokers’ transactions between members of At the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) Market Offerings and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms AgreementManager. v. (iv) The compensation to the Agent Manager, as an agent of the Company, for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not to exceed 2.0 2.0% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below). The foregoing rate of compensation shall not apply when the Agent Manager acts as principal, in which case the Company may sell Shares to the Agent Manager as principal at a price agreed upon at the relevant Applicable Time applicable time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental or self-regulatory organization in respect of connection with such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). vi. (v) The Agent Manager shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly as soon as practicable following the close of trading on the NYSE Nasdaq Global Select Market each day in which the Shares are sold under this Section 3(a) setting forth the number aggregate amount of the Shares sold on such day, the aggregate gross sales proceeds and the Net Proceeds to the Company, and the aggregate compensation payable by the Company to the Agent Manager with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. (vi) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business second Trading Day following the date on which such sales are made made, unless another date shall be agreed upon by the Company and the Manager (provided that, if such Trading Day is not a business day, then settlement will occur on the next succeeding Trading Day that is also a business day) (each such daydate, a “Settlement Date”). As used herein, the term “business day” means any day other than a Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law, regulation or executive order to close. On each Settlement Date, the Shares sold through the Agent Manager for settlement on such date shall be issued and delivered by the Company to the Agent Manager against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery electronically transferring the Shares by the Company or its transfer agent to the Manager’s account, or to the account of the Shares to the AgentManager’s account designee, at The Depository Trust Company (“DTC”) through its Deposit and Withdrawal at Custodian System (“DWAC”) or by such other means of delivery as may be mutually agreed upon by the Company and the Manager, which in all cases shall be freely tradable, transferable, registered shares eligible for delivery through DTC, in return for payments in same day funds delivered to the account designated by the Company. If the Company Company, or its transfer agent (if applicable) ), shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (A) indemnify and hold the Agent Manager harmless against any loss, claim or damage arising from or as a result of such default by the Company and (B) pay the Agent Manager any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds The Authorized Company Representatives, or any designees thereof as notified to the Manager in writing, shall be the contact persons for the Company on any for all matters related to the settlement of the transfer of the Shares through DWAC for purposes of this Section 3(a)(vi). (vii) At each Time of Sale, Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, and Representation Date (as defined in Section 4(k)4(q) and Filing Date (as defined in Section 4(x)hereof), the Company shall be deemed to have affirmed each representation its representations and warranty warranties contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Manager to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company hereinCompany, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 5 of this Agreement. (bi) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”)or as set forth in Section 3(a) of any Alternative Equity Distribution Agreement, it will may elect, in its sole discretion, to notify the Agent Manager of the proposed terms of such Placementsale. If the AgentManager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company Company, wishes to accept amended terms, the Agent and Manager, the Company and, if applicable, the Alternative Managers will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a any Terms Agreement, the terms of such Terms Agreement will control. For avoidance of doubt, nothing contained in this Agreement shall be construed to require the Company to engage the Manager or any Alternative Managers in connection with the offer and sale of any of the Company’s securities, including shares of the Common Stock, whether in connection with an underwriting offering or otherwise. (c) Each In the event the Company engages the Manager for a sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for that would constitute the sale of such Shares toa “block” under Rule 10b-18(a)(5) under the Exchange Act or a “distribution,” within the meaning of Rule 100 of Regulation M under the Exchange Act, the Company and the purchase thereof by, Manager will agree to compensation that is customary for the Agent. A Terms Agreement may also specify certain provisions relating Manager with respect to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agenttransactions. (d) (i) Under no circumstances shall the Company cause or request the offer or sale of any Shares if, after giving effect to the sale of such Shares, the aggregate value gross sales proceeds or the aggregate number of the Shares sold pursuant to this Agreement, the Agreement and any Alternative Equity Distribution Agreements and any Terms Agreement would exceed the lesser of (iA) the Maximum Amount, (iiB) the number of shares of the Common Stock amount available for issuance offer and sale under the currently effective Registration Statement or and (iiiC) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement and any Alternative Equity Distribution Agreement by the BoardCompany’s board of directors, or a duly authorized committee thereof, and notified to the Agent Manager in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, . Under no circumstances shall the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, cause or request the offer or sale of, of any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period at a price lower than the minimum price authorized from time to time by the Company’s board of directors or a duly authorized committee thereof, and notified to the Manager in which the Company is, or could be deemed to be, in possession of material non-public information, or writing and (ii) except as provided in Section 3(h) belowat a price (net of the Manager’s commission, at any time from and including the date (each, an “Announcement Date”) on which discount or other compensation for such sales payable by the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h3) shall not relieve lower than the Company’s then-current net asset value per share (as calculated pursuant to the 1940 Act), unless the Company from any of its obligations has received the requisite stockholder approval under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, 1940 Act and notifies the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided Manager in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent applicationwriting.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time through the Agent, acting as sales agenttime, and the each Agent agrees to use its commercially reasonable efforts to sell, sell as sales agent for the Company, the Shares Shares. Sales of the Shares, if any, through the Agent acting as sales agent or directly to the Agent acting as principal, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The Company reserves the right to appoint additional Agents to act as sales agents and/or principals, severally and not jointly, for the Shares. Any such additional Agent shall become a party to this Agreement and shall thereafter be subject to the provisions hereof and entitled to the benefits hereunder upon the execution of a counterpart hereof or other form of acknowledgment of its appointment hereunder, including the form of letter attached hereto as Annex II, and delivery to the Company of addresses for notice hereunder. After the time an additional Agent is appointed, the Company shall deliver to such additional Agent copies of the documents delivered to the other Agents under Sections 3(j), 3(k), 3(l), 6(b), 6(c), 6(d), 6(e) and 6(f)(ii). i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent Agent, through whom the sale of Shares is effected on that day, on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this Agreement and that the Company has instructed such Agent to make such sales. On any Trading Day, the Company shall sell Shares through only one of the Agents, but in no event through more than one of the Agents, and the Company shall give at least one business day prior written notice by facsimile or email to the Agents to notify them of any change of the Agent through whom the sale of Shares will be effected. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons in which any Agent is acting for the Company in a capacity other than as Agent under this Agreement. The On any Trading Day, the Company may instruct the Agent through whom the sale of Shares are effected on that day by telephone (confirmed promptly by facsimile or email, which confirmation will designate be promptly acknowledged by such Agent) as to the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereofhereof and the receipt of written confirmation of the Company by such Agent, the Agent Agents shall use its their commercially reasonable efforts to sell on a particular day, consistent with its normal trading practices, as sales agent all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees each of the Agents acknowledge and agree that (A) there can be no assurance that the Agent Agents will be successful in selling the Shares, (B) the Agent Agents will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the an Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, and (C) the Agent Agents shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the an Agent and the CompanyCompany pursuant to a Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii. The (c) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent Agents as sales agents shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time, or (ii) in a number or with an aggregate gross sales price in excess of the number or gross sales price, as the case may be, of Shares authorized from time to time to be issued and sold under this Agreement, in each case, by the Company’s Board board of Directors (the “Board”)directors, or a duly authorized committee thereof, or in a number in excess of the number of Shares approved for listing on the NYSE, and in each case notified to the Agent Agents in writing. The In addition, the Company or the Agent Agents may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailfacsimile or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to which the Agents are acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (d) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for shares of the Company’s Common Stock sold by such Agent on the Company and the Agent pursuant NYSE or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent Agents for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, not equal to exceed 2.0 2% of the gross sales price of the Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) belowAgreement. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent Agents as principal at a price agreed upon at the relevant Applicable Time and pursuant to a separate Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The Agents shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. Notwithstanding the foregoing, in the event the Company engages the Agents for a sale of Shares that would constitute a “distribution,” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and the Agents will agree to compensation that is customary for the Agent with respect to such transactions. vi. The (e) If acting as sales agent hereunder, the Agent through whom sales are effected shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. (f) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceed the aggregate gross sales price or number, as the case may be, of Shares of Common Stock (i) set forth in the preamble paragraph of this Agreement, (ii) available for issuance under the Prospectus and the then currently effective Registration Statement or (iii) authorized from time to time to be issued and sold under this Agreement or any Terms Agreement by the Company’s board of directors, or a duly authorized committee thereof or approved for listing on the NYSE, and in each case referred to in this clause (iii), and notified to the Agents in writing. Such compensation In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be sold at a price lower than the minimum price therefor authorized from time to time by the Company’s board of directors, or a duly authorized committee thereof, and notified to the Agents in writing. (g) If the Company or any Agent believes that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act (applicable to securities with an average daily trading volume of $1,000,000 that are issued by an issuer whose common equity securities have a public float value of at least $150,000,000) are not satisfied with respect to the Company or the Shares, it shall promptly notify the other parties and sales of Shares under this Agreement and any Terms Agreement shall be set forth and invoiced suspended until that or other exemptive provisions have been satisfied in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereofjudgment of each party. vii. (h) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to by the Company and the Agent selling such Shares (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the applicable Agent’s account at The Depository Trust Company (“DTC”) in return for against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent selling such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the such Agent any commission to which it would otherwise be entitled absent such default. If the an Agent breaches this Agreement by failing to deliver the applicable Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the such Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agent. viii. At each Applicable Timeproceeds, Settlement Datetogether with such interest, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreementbeen fully paid. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent Agents given by telephone (confirmed promptly by telecopy facsimile or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent Agents shall not be obligated to offer or sell any Shares, (i) during any period in which the Company’s xxxxxxx xxxxxxx policy, as it exists on the date of the Agreement, would prohibit the purchases or sales of the Company’s Common Stock by its officers or directors, (ii) during any other period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (iiiii) except as provided in Section 3(h2(j) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (hj) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent Agents (with a copy to counsel to the AgentAgents) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the AgentAgents, and obtain the consent of the Agent Agents to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent Agents with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k(3)(j), (l), (mk) and (nl) hereof; respectively, (iii) afford the Agent Agents the opportunity to conduct a due diligence review in accordance with Section 4(o3(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g2(i) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 3 hereof and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g2(i), which shall have independent application. (k) At each Applicable Time, Settlement Date, Registration Amendment Date, Company Periodic Report Date, Company Earnings Report Date and Request Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement. Any obligation of the Agents to use their commercially reasonable efforts to sell the Shares on behalf of the Company as sales agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares from time to time through the AgentAgents, acting as sales agentagents, or directly to the Agents, acting as principals, from time to time, and the Agent agrees Agents agree to use its their commercially reasonable efforts to sell, as sales agent agents for the Company, the Shares Shares. Sales of the Shares, if any, through the Agents acting as sales agents or directly to the Agents, acting as principals, will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent that is the exclusive sales Agent for the sale of the Shares, pursuant to Section 2(c) below (the “Exclusive Sales Agent”), on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time), (Beach, a “Trading Day”) the Company has instructed the Agent by telephone (confirmed promptly by electronic mail) to make such sales and (C) that the Company has satisfied its obligations under Section 6 of this AgreementAgreement and that the Company has instructed such Exclusive Sales Agent to make such sales. The On any Trading Day, the Company may instruct the Exclusive Sales Agent by telephone (confirmed promptly by telecopy or email, which confirmation will designate be promptly acknowledged by the Exclusive Sales Agent) as to the maximum amount number of the Shares to be sold by the Exclusive Sales Agent daily as previously agreed to in writing or electronic transmission by the Agent on such day (in any event not in excess of (i) the amount number available for issuance sale under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution AgreementsStatement) and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions hereof, the Exclusive Sales Agent shall use its commercially reasonable efforts to sell on a particular daysell, consistent with its normal trading practicesas sales agent, all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which such Shares may be sold). iiCompany. The Company acknowledges and agrees each Agent acknowledge and agree that (A) there can be no assurance that the either Agent will be successful in selling the Shares, (B) the no Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the such Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Shares as required under by this Agreement, Agreement and (C) the no Agent shall be under no obligation obligated to purchase Shares on a principal basis pursuant to this Agreementbasis, except as otherwise specifically agreed by the such Agent and the Company pursuant to a Terms Agreement, (D) no Agent shall be liable for executing sales in reliance upon information provided to it by the Company, provided that such Agent has complied with the terms of this Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. iii(c) Sandler X’Xxxxx & Partners shall act as the Exclusive Sales Agent until Shares have been sold by Sandler X’Xxxxx & Partners with aggregate gross proceeds of Five Million Dollars ($5,000,000). Then RBC Capital Markets shall act as the Exclusive Sales Agent until Shares have been sold by RBC Capital Markets with aggregate gross proceeds of Five Million Dollars ($5,000,000). Thereafter, Sandler X’Xxxxx & Partners shall be the Exclusive Sales Agent until Shares have been sold by Sandler X’Xxxxx & Partners with aggregate gross proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000). Thereafter, RBC Capital Markets shall be the Exclusive Sales Agent until Shares have been sold by RBC Capital Markets with aggregate gross proceeds of Two Million Five Hundred Thousand Dollars ($2,500,000). The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Shares or any other equity security of the Company shall only be effected by or through the Exclusive Sale Agent on any given Trading Day, and the Company shall in no event request that Agents sell Shares on the same day; provided, however, that (i) the foregoing limitation shall not apply to (A) exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (B) sales solely to employees or security holders of the Company or its Subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons and (ii) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement. (d) Notwithstanding the foregoing, the Company shall not authorize the issuance and sale of, and the Agent neither Agent, acting as sales agent, shall not be obligated to use its commercially reasonable efforts to sell, any Share Shares (i) at a price lower than the minimum price therefor designated authorized from time to time by the Company’s Board of Directors (the “Board”)Directors, or a duly authorized committee thereof, and notified communicated to the Agent in writing, or (ii) when such sales would result in the aggregate offering price or number, as the case may be, of Shares sold pursuant to this Agreement and any Terms Agreement exceeding the aggregate offering price or number, as the case may be, of Common Stock (x) set forth in the preamble paragraph of this Agreement, (y) available for sale under the Prospectus and the then currently effective Registration Statement or (z) authorized from time to time to be sold under this Agreement or any Terms Agreement by the Company’s Board of Directors, or a duly authorized committee thereof, and communicated to the Agent in writing. The In addition, the Company or the relevant Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged), suspend the offering of the Shares with respect to the portion of the offering for which such Agent is acting as sales agent for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice. iv. (e) The Agent hereby covenants and agrees not to make gross sales price of any sales of the Shares on behalf of the Company, sold pursuant to this Section 3(a), other than (A) Agreement by means of ordinary brokers’ transactions between members of the NYSE that qualify for delivery of a Prospectus to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to either Agent acting as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed the market price prevailing at the time of sale for Common Stock sold by such Agent on the Company and the Agent pursuant NYSE or otherwise, at prices relating to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the each Agent for sales of the Shares with respect pursuant to which the Agent acts as sales agent under this Agreement shall be equal to 1.25% of the gross sales price of the Shares, regardless of which Agent sells the Shares. The Company may sell Shares to either Agent as principal at a mutually price agreed rateupon between the Company and such Agent at the relevant Applicable Time and pursuant to a separate Terms Agreement. The gross proceeds, not to exceed 2.0 after deduction of 2.5% of the gross sales price of the Shares sold pursuant to this Section 3(a) by the Agents and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees imposed on the Agent by any governmental governmental, regulatory or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares (the “Net Proceeds”). The applicable Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be required. vi. The (f) Each Agent acting as the Exclusive Sales Agent for any given Trading Day as specified in Section 2(c) above shall provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly and the other Agent following the close of trading on the NYSE each day in which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the Net Proceeds to the Company, Company and the compensation payable by the Company to the such Agent with respect to such sales. Such compensation shall be set forth and invoiced in periodic statements from the Agent to the Company, with payment to be made by the Company promptly after its receipt thereof. vii. (g) Settlement for sales of the Shares pursuant to this Section 3(a) 2 will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made, unless another date shall be agreed to by the Company and the Agent who made such sale (each such day, a “Settlement Date”). On each Settlement Date, the Shares sold through the Agent for settlement on such date shall be issued and delivered by the Company to the applicable Agent against payment from such Agent of the Net Proceeds for gross proceeds of the Shares sold, less such Agent’s commission of 1.25% from the sale of such Shares and the Company shall pay the other Agent (who did not act as the Exclusive Sales Agent), in same day funds delivered to accounts designated by such other Agent, an amount equal to 1.25% of the gross proceeds from the sale of such Shares. Settlement for all such Shares shall be effected by free book-entry delivery of the Shares to the Agent’s an account at The Depository Trust Company (“DTC”) in return for designated by the Agent against payments by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver the Shares on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent who sold such Shares harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent who sold such Shares any commission to which it would otherwise be entitled absent such default. If the Any Agent who breaches this Agreement by failing to deliver the Net Proceeds to applicable gross proceeds, less such Agent’s commission of 1.25% from the Company sale of the Shares on any Settlement Date Date, for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on until such unpaid amount less any compensation due to the Agentproceeds, together with such interest, have been fully paid. viii(h) Notwithstanding any other provision of this Agreement, the Company and the Agents agree that no sales of Shares shall take place, and the Company shall not request the sale of any Shares that would be sold, and no Agent shall be obligated to sell, during any period in which the Company is in possession of material non-public information. The Company will notify the Agent when the Company’s xxxxxxx xxxxxxx policy would prohibit the purchase or sale of Common Stock by its officers or directors. (i) At each Applicable Time, Settlement Date, Representation Registration Amendment Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x))each Company Periodic Report Date, the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such dateAgreement. Any obligation of the Agent Agents to use its their commercially reasonable efforts to sell the Shares on behalf of the Company as Exclusive Sales Agent shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell or deliver, or request the offer or sale of, any Shares and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the offer or sale of any Shares, and the Agent shall not be obligated to offer or sell any Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, or (ii) except as provided in Section 3(h) below, at any time from and including the date (each, an “Announcement Date”) on which the Company shall issue a press release containing, or shall otherwise publicly announce, its earnings, revenues or other results of operations (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K that includes consolidated financial statements as of and for the same period or periods, as the case may be, covered by such Earnings Announcement. (h) If the Company wishes to offer, sell or deliver Shares at any time during the period from and including an Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) a Current Report on Form 8-K which shall include substantially the same financial and related information as was set forth in the relevant Earnings Announcement (other than any earnings projections, similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(k), (l), (m) and (n) hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o) hereof and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, accountants’ letters and legal opinions and letters as provided in Section 4 hereof and (B) this Section 3(h) shall in no way affect or limit the operation of the provisions of clauses (i) and (ii) of Section 3(g), which shall have independent application.

Sale and Delivery of Shares. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to issue and sell Shares through the Agent acting as sales agent or directly to the Agent acting as principal from time to time time. Sales of the Shares, if any, through the Agent, Agent acting as sales agent, and agent or directly to the Agent agrees to use its reasonable efforts to sell, acting as sales agent for the Company, the Shares principal will be made by means of ordinary brokers’ transactions on the following termsNYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. i. (b) The Shares are to be sold on a daily basis or otherwise as shall be agreed to by the Company and the Agent on an agented basis on any day that (A) is a trading day for the NYSE (other than a day on which the NYSE is scheduled to close prior to its regular weekday closing time)) (each, a “Trading Day”) on which (Bi) the Company has instructed the Agent to make such sales and (ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof. On any Trading Day, the Company may sell Shares through the Agent and, if it determines to do so, shall instruct the Agent by telephone (confirmed promptly by electronic mailtelecopy or email, which confirmation will be promptly acknowledged by the Agent) (a “Sales Notice”) as to make such sales and (C) the Company has satisfied its obligations under Section 6 of this Agreement. The Company will designate the maximum amount number of the Shares to be sold by the Agent daily as previously agreed to in writing or electronic transmission by the Agent (in any event not in excess of (i) the amount available for issuance under the Prospectus and the currently effective Registration Statement less (ii) any amounts already issued and sold pursuant to this Agreement and the Alternative Equity Distribution Agreements) on such Trading Day and the minimum price per Share at which such Shares may be sold. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company and the performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), the Agent shall use its commercially reasonable efforts to sell on a particular dayefforts, consistent with its normal trading practicesand sales practices and applicable law and regulations, to sell all of the Shares designated for the sale by the Company on such day. The gross sales price of the Shares sold under this Section 3(a) shall be the market price for shares of the Company’s Common Stock sold by the Agent under this Section 3(a) on the NYSE at the time of sale of such Shares (but in no event shall such gross sales price be less than the minimum price per Share so designated by the Company at which as sales agent in accordance with such Shares may be sold). iiinstruction. The Company acknowledges and agrees the Agent each acknowledge and agree that (A) there can be no assurance that the Agent will be successful in selling the Shares, any Shares and (B) the Agent will not incur no any liability or obligation to the Company or any other person or entity if it does not they fail to sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts efforts, consistent with its normal trading and sales practices and applicable law and regulations regulations, to sell such Shares as required under by this Agreement, and (C) the Agent shall be under no obligation to purchase Shares on a principal basis pursuant to this Agreement, except as otherwise specifically agreed by the Agent and the Company. iii. The Company shall not authorize the issuance and sale of, and the Agent shall not be obligated to use its reasonable efforts to sell, any Share at a price lower than the minimum price therefor designated from time to time by the Company’s Board of Directors (the “Board”), or a duly authorized committee thereof, and notified to the Agent in writing. c) The Company or the Agent may, upon notice to the other party hereto by telephone (confirmed promptly by electronic mailtelecopy or email), suspend the offering of the Shares for any reason and at any time; provided, however, that such suspension or termination shall not affect or impair the parties’ respective obligations with respect to the Shares sold sold, or with respect to Shares that the Company has agreed to sell, but which sales have not yet settled, hereunder prior to the giving of such notice. iv. The Agent hereby covenants and agrees or the Company, as applicable, shall promptly acknowledge the confirmation received from the other party, provided, however, that such acknowledgement shall not to make any sales affect the validity of the suspension of the offering of the Shares. (d) The gross sales price of any Shares on behalf sold pursuant to this Agreement by the Agent acting as sales agent of the Company shall be equal to, in the discretion of the Agent but subject to the specific instructions of the Company, pursuant to this Section 3(a), other than (A) the market price prevailing at the time of sale for the Shares sold by means of ordinary brokers’ transactions between members of the Agent on the NYSE that qualify for delivery of a Prospectus or otherwise, at prices related to the NYSE in accordance with Rule 153 (such transactions are hereinafter referred to as “Continuous Offerings”) and (B) such other sales of the Shares on behalf of the Company in its capacity as agent of the Company as shall be agreed by the Company and the Agent pursuant to a Terms Agreement. v. prevailing market prices or at negotiated prices. The compensation payable to the Agent for sales of the Shares with respect to which the Agent acts as sales agent under this Agreement shall be at a mutually agreed rate, rate not to exceed 2.0 2% of the gross sales price of the for such Shares sold pursuant to this Section 3(a) and payable as described in the succeeding subsection (vi) below. The foregoing rate of compensation shall not apply when the Agent acts as principal, in which case the Company may sell Shares to the Agent as principal at a price agreed upon at the relevant Applicable Time pursuant to a Terms Agreement. The remaining proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed on the Agent by any governmental Governmental Entity or self-regulatory organization in respect of such sales, shall constitute the net proceeds to the Company for such Shares sales (the “Net Proceeds”). vi. The Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. (e) If acting as sales agent hereunder, the Agent shall promptly provide written confirmation (which may be by facsimile or electronic mail) to the Company promptly following the close of trading on the NYSE on each day in Trading Day on which the Shares are sold under this Section 3(a) Agreement setting forth the number of the Shares sold on such day, the aggregate gross sales proceeds and of the Shares, the aggregate Net Proceeds to the Company, Company and the aggregate compensation payable by the Company to the Agent with respect to such sales. Such compensation . (f) Under no circumstances shall be set forth and invoiced in periodic statements from the aggregate gross sales price or number, as the case may be, of Shares offered or sold pursuant to this Agreement, or which are the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, exceed the Companyaggregate gross sales price or number, with payment as the case may be, of Shares (i) referred to in the preamble paragraph of this Agreement, as reduced by prior sales of Shares under this Agreement, (ii) available for sale under the Registration Statement or (iii) duly authorized from time to time to be made issued and sold under this Agreement by the Company promptly after its receipt thereofor approved for listing on the NYSE. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to the Agent as sales agent pursuant to Section 2(b) hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agent in writing. The Agent shall have no responsibility for maintaining records with respect to Shares available for sale under the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company. vii. (g) If the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the 1934 Act are not satisfied with respect to the Company or the Shares, the Company shall promptly notify the Agent and future offers and sales of Shares through the Agent on an agented basis under this ATM Equity Offering SM Sales Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (h) Settlement for sales of the Shares pursuant to this Section 3(a) will occur on the third Business business day that is also a Trading Day following the trade date on which such sales are made made, unless another date shall be agreed to in writing by the Company and the Agent (each such day, a “Settlement Date”). On each Settlement Date, Date for the sale of Shares sold through the Agent for settlement on as sales agent, such date Shares shall be issued and delivered by the Company to the Agent against payment of the Net Proceeds for the sale of such Shares. Settlement for all such Shares shall be effected by free delivery of the Shares in book-entry form to the Agent’s account at The Depository Trust Company (“DTC”) in return for payments against payment by the Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to the an account designated by the Company. If the Company or its transfer agent (if applicable) shall default on its obligation to deliver Shares through the Shares Agent as sales agent on any Settlement Date, the Company shall (Ai) indemnify and hold the Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (Bii) pay the Agent any commission to which it would otherwise be entitled absent such default. If the Agent breaches this Agreement by failing to deliver the Net Proceeds to the Company on any Settlement Date for the Shares delivered by the Company, the Agent will pay the Company interest based on the effective overnight federal funds rate on such unpaid amount less any compensation due to the Agent. viii. At each Applicable Time, Settlement Date, Representation Date (as defined in Section 4(k)) and Filing Date (as defined in Section 4(x)), the Company shall be deemed to have affirmed each representation and warranty contained in this Agreement as if such representation and warranty were made as of such date, modified as necessary to relate to the Registration Statement and the Prospectus as amended as of such date. Any obligation of the Agent to use its commercially reasonable efforts to sell the Shares on behalf of the Company shall be subject to the continuing accuracy of the representations and warranties of the Company herein, to the performance by the Company of its obligations hereunder and to the continuing satisfaction of the additional conditions specified in Section 6 of this Agreement. (b) If the Company wishes to issue and sell the Shares pursuant to this Agreement and the Alternative Equity Distribution Agreements but other than as set forth in Section 3(a) of this Agreement (each, a “Placement”), it will notify the Agent of the proposed terms of such Placement. If the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company wishes to accept amended terms, the Agent and the Company will enter into a Terms Agreement setting forth the terms of such Placement. The terms set forth in a Terms Agreement will not be binding on the Company or the Agent unless and until the Company and the Agent have each executed such Terms Agreement accepting all of the terms of such Terms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement will control. (c) Each sale of the Shares to the Agent shall be made in accordance with the terms of this Agreement and, if applicable, a Terms Agreement, which will provide for the sale of such Shares to, and the purchase thereof by, the Agent. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by the Agent. The commitment of the Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the number of the Shares to be purchased by the Agent pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with the Agent in the reoffering of the Shares, and the time and date (each such time and date being referred to herein as a “Time of Delivery”) and place of delivery of and payment for such Shares. Such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 6 of this Agreement and any other information or documents required by the Agent. (d) Under no circumstances shall the aggregate value of the Shares sold pursuant to this Agreement, the Alternative Equity Distribution Agreements and any Terms Agreement exceed (i) the Maximum Amount, (ii) the number of shares of the Common Stock available for issuance under the currently effective Registration Statement or (iii) the number and aggregate amount of the Shares authorized from time to time to be issued and sold under this Agreement by the Board, or a duly authorized committee thereof, and notified to the Agent in writing. (e) Except pursuant to a reoffer of Shares as described in Section 3(c) hereof, the Company agrees that any offer to sell Shares, any solicitation of an offer to buy Shares, or any sales of Shares shall only be effected by or through only one of the Agent or an Alternative Agent on any single given day, but in no event by more than one, and the Company shall in no event request that the Agent and any of the Alternative Agents sell Shares on the same day; provided, however, that (a) the foregoing limitation shall not apply to (i) the exercise of any option, warrant, right or any conversion privilege set forth in the instrument governing such security or (ii) sales solely to employees or security holders of the Company or its subsidiaries, or to a trustee or other person acquiring such securities for the accounts of such persons, and (b) such limitation shall not apply on any day during which no sales are made pursuant to this Agreement or an Alternative Equity Distribution Agreement. (f) If either the Company or the Agent has reason to believe that the exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the Exchange Act are not satisfied with respect to the Shares, it shall promptly notify the other party and sales of the Shares under this Agreement and any Terms Agreement shall be suspended until that or other exemptive provisions have been satisfied in the judgment of each party. (g) Notwithstanding any other provision of this Agreement, the Company shall not offer, sell offer or deliversell, or request instruct the Agent to offer or sale ofsell, any Shares through the Agent as sales agent (and, by notice to the Agent given by telephone (confirmed promptly by telecopy or email), shall cancel any instructions for the any such offer or sale of any SharesShares prior to the commencement of the periods referenced below), and the Agent shall not be obligated to make any such offer or sell any sale of Shares, (i) during any period in which the Company is, or could be deemed to be, in possession of material non-public information, information or (ii) except as provided in Section 3(h2(j) belowhereof, at any time from and including during the date (each, an “Announcement Date”) period commencing on which the 10th business day prior to the time the Company shall issue issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results of operations for a fiscal period or periods (each, an “Earnings Announcement”) through and including the time that is 24 hours after the time that the Company files (a “Filing Time”) a Quarterly Report on Form 10-Q or an Annual Report on Form 10-K (a “Filing Time”) that includes consolidated financial statements as of and for the same fiscal period or periods, as the case may be, covered by such Earnings Announcement. (hj) If Notwithstanding clause (ii) of Section 2(i) hereof, if the Company wishes to offer, offer or sell or deliver Shares to the Agent as sales agent at any time during the period from and including an Earnings Announcement Date through and including the time that is 24 hours after the corresponding Filing Time, the Company shall first (i) prepare and deliver to the Agent (with a copy to counsel to the Agent) of a Current Report on Form 8-K which shall include that includes substantially the same financial and related information as that was set forth included in the relevant such Earnings Announcement (other than any earnings projections, projections and guidance and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and obtain the consent of the Agent to the filing thereof (such consent not to be unreasonably withheld), (ii) provide the Agent with the officers’ certificate, accountants’ letter and opinions and letters of counsel called for by Sections 4(kand accountants’ letter specified in Section 3(n), (l), (mo) and (n) p), respectively, hereof; respectively, (iii) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 4(o3(s) hereof prior to filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission, then the provisions of clause (iii) of Section 3(g) shall not be applicable for the period from and after the time at which the foregoing conditions shall have been satisfied (or, if later, the time that is 24 hours after the time that the relevant Earnings Announcement was first publicly released) through and including the time that is 24 hours after the Filing Time of the relevant Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be. For purposes of clarity, the parties hereto agree that (A) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter and opinions and letters of counsel pursuant to this Section 3(h2(j) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel and accountants’ letters and legal opinions and letters as provided in Section 4 hereof 3(n), (o) and (p), respectively, hereof, and (B) this Section 3(h2(j) shall in no way affect or limit the operation of the provisions of clauses clause (i) and (ii) of Section 3(g)2(i) hereof, which shall have independent application. The Agent shall not have any obligation to purchase Shares as principal, whether from the Company or otherwise, unless the Company and the Agent agree as set forth below. Shares purchased from the Company by the Agent as principal shall be made in accordance with terms agreed upon between the Agent and the Company as evidenced by a Terms Agreement. The Agent’s commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the Agent shall specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountants’ letter pursuant to Section 3(n), (o) and (p), respectively, hereof. In the event of a conflict between the terms of this ATM Equity OfferingSM Sales Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.