EXECUTION VERSION PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement August 5, 2016 KeyBanc Capital Markets Inc. 127 Public Square 4th Floor Cleveland, Ohio 44114 Ladies and Gentlemen: Physicians...

EXECUTION VERSION PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement August 5, 2016 KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Ladies and Gentlemen: Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), and Physicians Realty L.P., a Delaware limited partnership (the “Operating Partnership”), confirm their agreement (this “Agreement”), with KeyBanc Capital Markets Inc. (“Agent”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Agent common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”), having a maximum aggregate offering price of up to $300 million (the “Placement Shares”), provided however, that in no event shall the Company issue or sell through Agent such number of Placement Shares that (a) exceeds the number or dollar amount of the Common Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering of Placement Shares is being made, (b) exceeds the number of authorized but unissued Common Shares provided for in its Declaration of Trust or (c) has a maximum aggregate offering price in excess of $150 million (the lesser of (a), (b) or (c), the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitations set forth in this Section 1 on the number or dollar amount of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company and that Agent shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as (i) requiring the Company to use the Registration Statement to issue any Placement Shares or (ii) limiting in any way the Company’s ability to issue or sell Common Shares or other securities of the Company in other transactions, and in such event, Agent shall have no right to any commissions, fee or other payment with respect to any such transactions. The Company has also entered into separate at market issuance sales agreements, each dated as of even date herewith (the “Alternative Distribution Agreements”), pursuant to which it may, from time to time during the term of such Alternative Distribution Agreements, issue and sell through or to Credit Agricole Securities (USA) Inc., JMP Securities LLC, Xxxxxxx Xxxxx & Associates, Inc. and Xxxxxx, Xxxxxxxx & Company, Incorporated (each, an “Alternative Agent”), as sales agent, Placement Shares up to the Maximum Amount. The aggregate dollar amount of Placement Shares that may be sold pursuant to this Agreement and the Alternative Distribution Agreements shall not exceed the Maximum Amount. The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), an “automatic” shelf registration statement as defined under Rule 405 on Form S-3 (File No. 333-205034), including a base prospectus, relating to certain securities, including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”), which automatic shelf registration statement became effective under Rule 462(e). The Company has prepared a prospectus supplement specifically relating to the Placement Shares to the base prospectus included as part of such registration statement (the “Prospectus Supplement”). The Company will furnish to Agent, for use by Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, the “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B; provided, however, that the “Registration Statement” without reference

2 to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Placement Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Placement Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated or deemed incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”). 2. Placements. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a “Placement”), it will notify Agent by email notice (or other method mutually agreed to in writing by the parties hereto) of the number or dollar amount of Placement Shares, the time period during which sales are requested to be made, any limitation on the number or dollar amount of Placement Shares that may be sold in any one day and any minimum price below which sales may not be made (a “Placement Notice”), the form of which is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 3 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from Agent set forth on Schedule 3, as such Schedule 3 may be amended from time to time. The Placement Notice shall be effective immediately upon receipt by Agent unless and until (i) Agent declines to accept the terms contained therein for any reason, in its sole discretion (ii) the entire amount of the Placement Shares thereunder has been sold, (iii) the Company suspends or terminates the Placement Notice or (iv) this Agreement has been terminated under the provisions of Section 13. The amount of any discount, commission or other compensation to be paid by the Company to Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 2. It is expressly acknowledged and agreed that neither the Company nor Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to Agent and Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of Sections 2 or 3 of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 3. Sale of Placement Shares by Agent. a. Subject to the terms and conditions of this Agreement, for the period specified in a Placement Notice, Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of New York Stock Exchange (the “Exchange”), to sell the Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. Agent will provide written confirmation to the Company no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to Agent pursuant to Section 2 with respect to such sales, and the Net Proceeds (as defined below) payable to the Company, with an itemization of the deductions made by Agent (as set forth in Section 5(b)) from the gross proceeds that it receives from such sales. Subject to the terms of a Placement Notice, sales of the Placement Shares, if any, by or through Agent will be made by means of ordinary brokers’ transactions on the Exchange or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. “Trading Day” means any day on which Common Shares are purchased and sold on the Exchange. b. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through only the Agent or an Alternative Agent on any single given day, but in no event by more than one of them, and the Company shall in no event request that the Agent and any Alternative Agent sell Placement Shares on the same day.

3 4. Suspension of Sales. The Company or Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on Schedule 3), suspend any sale of Placement Shares; provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. Each of the parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on Schedule 3 hereto, as such Schedule may be amended from time to time. 5. Sale and Delivery to Agent; Settlement. a. Sale of Placement Shares. (i) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, upon Agent’s acceptance of the terms of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Placement Shares up to the amount specified in, and otherwise in accordance with the terms of, such Placement Notice. The Company acknowledges and agrees that (A) there can be no assurance that Agent will be successful in selling Placement Shares, (B) Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Placement Shares for any reason other than a failure by Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable law and regulations to sell such Placement Shares as required under this Agreement and (C) Agent shall be under no obligation to purchase Placement Shares on a principal basis pursuant to this Agreement, except as otherwise agreed by Agent and the Company. (ii) Notwithstanding any other provision of this Agreement, the Company shall not offer or sell, or instruct the Agent to offer or sell, any Placement 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 any such offer or sale of any Placement Shares prior to the commencement of the periods referenced below), and the Agent shall not be obligated to make any such offer or sale of Placement Shares, (A) during any period in which the Company is, or could be deemed to be, in possession of material non-public information or (B) except as provided in Section 5(a)(ii) hereof, at any time during the period commencing on the 10th business day prior to the time the Company issues a press release containing, or shall otherwise publicly announce, its earnings, revenues or other operating results 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 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. (iii) Notwithstanding clause (B) of Section 5(a)(ii) hereof, if the Company wishes to offer or sell Shares to the Agent as sales agent at any time during the period from and including an Earnings Announcement through and including the corresponding Filing Time, the Company shall first (A) prepare and deliver to the Agent (with a copy to counsel for the Agents) a Current Report on Form 8-K that includes substantially the same financial and related information (together with management’s discussion and analysis thereof) that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and officers’ quotations) (each, an “Earnings 8-K”), in form and substance reasonably satisfactory to the Agent, and, prior to its filing, obtain the written consent of the Agent to such filing (which consent shall not be unreasonably withheld), (B) provide the Agent with the officers’ certificate, opinions and letters of counsel and accountants’ letter specified in Section 7(l), (m) and (n), respectively, hereof, (C) afford the Agent the opportunity to conduct a due diligence review in accordance with Section 7(j) hereof prior to filing such Earnings 8-K and (D) file such Earnings 8-K with the Commission. For purposes of clarity, the parties hereto agree that (1) the delivery of any officers’ certificate, opinion or letter of counsel or accountants’ letter pursuant to this Section 5(a) 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 as provided in Section 7(l), (m) and (n), respectively, hereof, and (2) this Section 5(a) shall in no way affect or limit the operation of clause (A) of Section 5(a)(i) hereof, which shall have independent application. b. Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the third (3rd) Trading Day (or such earlier day as is industry practice for regular-way trading) following the date on which such sales are made (each, a “Settlement Date”). The amount of proceeds to be delivered to the Company on a Settlement Date against receipt of the Placement Shares sold (the “Net Proceeds”) will be equal to the aggregate sales price received by Agent, after deduction for (i) Agent’s commission, discount or other

6 present fairly in all material respects: (A) the financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Covered Entities for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto, and (B) the financial position of the Predecessor (as defined in the Registration Statement) at the dates indicated and the statement of operations, shareholders’ equity and cash flows of the Predecessor for the periods specified, except as may be stated in the related notes thereto; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved, except as may be stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects and in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the basis described therein, and the Company has determined the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto. i. No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement and the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the management, earnings, business affairs or business prospects of the Company, the Operating Partnership and the Company’s subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise, and (C) except for quarterly dividends on the Common Shares in amounts per share that are consistent with past practice, there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its shares of beneficial interest. j. Good Standing of the Company. The Company has been duly organized and is validly existing as a real estate investment trust in good standing under the laws of the State of Maryland and has trust power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement, and, as the sole general partner of the Operating Partnership, to cause the Operating Partnership to enter into and perform the Operating Partnership’s obligations under this Agreement; and the Company is duly qualified as a foreign real estate investment trust to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. k. Good Standing of the Operating Partnership. The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the laws of the State of Delaware and has partnership power and authority to own or lease, as the case may be, and to operate its properties and to conduct its business as described in the Prospectus and to enter into and perform its obligations under this Agreement; and the Operating Partnership is duly qualified as a foreign partnership to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The Company is the sole general partner of the Operating Partnership. The aggregate percentage interests of the Company in the Operating Partnership as of the date of this Agreement is set forth in the Prospectus. The Second Amended and Restated Partnership Agreement of the Operating Partnership has been duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, and subject, as to

7 enforceability, to general principles of equity and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law. l. Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term is defined in Rule 1-02 of Regulation S-X) (each, a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly organized and is validly existing in good standing under the laws of the jurisdiction of its incorporation or organization, has corporate or similar power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not result in a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectus, all of the issued and outstanding capital stock of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Operating Partnership, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding capital stock of any Subsidiary were issued in violation of the preemptive or similar rights of any securityholder of such Subsidiary m. Capitalization. As of the date of this Agreement, the authorized Common Shares are as set forth in the Registration Statement and the Prospectus. The issued and outstanding Common Shares have been duly authorized and validly issued and are fully paid and non-assessable. None of the outstanding Common Shares were issued in violation of the preemptive or other similar rights of any securityholder of the Company. The issued and outstanding OP Units have been duly authorized and validly issued and are fully paid. Except as set forth in the Prospectus, there are no outstanding options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities or interests for shares of the Company’s or its subsidiaries’ capital stock, including OP Units or other ownership interests of the Operating Partnership. n. Authorization of Agreement. This Agreement has been duly authorized, executed and delivered by the Company and the Operating Partnership. o. Authorization and Description of Placement Shares. The Placement Shares, when issued and delivered pursuant to the terms approved by the board of trustees of the Company or a duly authorized committee thereof, against payment therefor as provided herein, will be duly and validly authorized and issued and fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim created by the Company, including any statutory or contractual preemptive rights, resale rights, or rights of first refusal, and the issuance of the Placement Shares is not subject to the preemptive or other similar rights of any securityholder of the Company. The Common Shares conform in all material respects to all statements relating thereto contained in the Registration Statement and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same. No holder of Placement Shares will be subject to personal liability solely by reason of being such a holder. p. Registration Rights. There are no persons with registration rights or other similar rights to have any securities registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the Securities Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration Statement and the Prospectus. q. Absence of Violations, Defaults and Conflicts. None of the Company or any of its subsidiaries is (A) in violation of its declaration of trust (or charter), by-laws or similar organizational document, (B) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject (collectively, “Agreements and Instruments”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law, statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations (each, a “Governmental Entity”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement and the Prospectus (including the issuance and sale of the Placement Shares and the use of the proceeds from the sale of the Placement Shares as described therein under the caption “Use of Proceeds”) and compliance by the Company and the Operating Partnership with their respective obligations hereunder have been duly authorized by all necessary corporate or partnership action (as applicable) and do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as

11 transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly present the information called for in all material respects and are prepared in accordance with the Commission's rules and guidelines applicable thereto. Except as described in the Registration Statement and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company maintains an effective system of disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. dd. Compliance with the Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company or any of the Company’s trustees or officers, in their capacities as such, to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”) with which the Company is required to comply, including Section 402 related to loans and Sections 302 and 906 related to certifications. ee. Federal Tax Status. Commencing with its short taxable year ending December 31, 2013, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and descriptions of the Company’s organization and method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement and the Prospectus are accurate and fair summaries of the legal or tax matters described therein in all material respects. The Operating Partnership is treated as a partnership and not as an association taxable as a corporation for U.S. federal income tax purposes. ff. Payment of Taxes. All United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed, except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The Company and its subsidiaries required by law to file tax returns have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local or other law except insofar as the failure to file such returns would not reasonably be expected to result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company and its subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company. The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years not finally determined, except to the extent of any inadequacy that would not reasonably be expected to result in a Material Adverse Effect. gg. Insurance. The Company and its subsidiaries carry or are entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business, and all such insurance is in full force and effect. Neither the Company nor the Operating Partnership has any reason to believe that it or any of its subsidiaries will not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Effect. Neither of the Company nor any of its subsidiaries has been denied any insurance coverage which it has sought or for which it has applied. hh. Investment Company Act. Neither the Company nor the Operating Partnership is required, and upon the issuance and sale of the Securities as herein contemplated and the application of the net proceeds therefrom as described in the Registration Statement and the Prospectus will not be required, to register as an “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”).

12 ii. Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken, nor will the Company or any affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares or to result in a violation of Regulation M under the Exchange Act; provided that no representation is made in this subsection with respect to the actions of Agent. jj. No Unlawful Payments. None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any trustee, officer, agent, employee, affiliate or other person acting on behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the Company and its subsidiaries and, to the knowledge of the Company, its affiliates have conducted their businesses in compliance with the FCPA and have instituted, maintain and enforce policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith. kk. Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “Money Laundering Laws”); and no action, suit or proceeding by or before any Governmental Entity involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened. ll. OFAC. None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any trustee, officer, agent, employee, affiliate or representative of the Company or any of its subsidiaries is an individual or entity (“Person”) currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (collectively, “Sanctions”), nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject of Sanctions; and the Company will not directly or indirectly use the proceeds of the sale of the Securities, or lend, contribute or otherwise make available such proceeds to any of its subsidiaries, joint venture partners or other Person, to fund any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. mm. No Equity Awards. Except for grants pursuant to equity incentive plans disclosed in the Registration Statement and the Prospectus, the Company has not granted to any person or entity, a compensatory stock option or other compensatory equity-based award to purchase or receive Common Shares or common units of partnership interests in the Operating Partnership pursuant to an equity-based compensation plan or otherwise. nn. No Finder’s Fee. Except for the commissions payable to Agent and any Alternative Agent in connection with the offering of the Placement Shares contemplated herein or as otherwise disclosed in the Registration Statement and the Prospectus, the Company has not incurred any liability for any brokerage commission, finder’s fees or similar payments in connection with the offering of the Placement Shares contemplated hereby. oo. Lending Relationship. Except as disclosed in the Registration Statement and the Prospectus, the Company (i) does not have any material lending or other relationship with any bank or lending affiliate of Agent or any Alternative Agent and (ii) does not intend to use any of the proceeds from the sale of the Placement Shares to repay any outstanding debt owed to any affiliate of Agent or any Alternative Agent. pp. No Association with FINRA. Except for X.X. Xxxxxxx and Company and its affiliates and as disclosed in the Registration Statement and the Prospectus, neither the Company nor, to its knowledge, any of its affiliates (A) is required to register as a “broker” or “dealer” in accordance with the provisions of the 1934 Act or the rules and regulations thereunder, or (B) directly, or indirectly through one or more intermediaries, controls or is under common control with any member firm of FINRA.

15 acquire, Common Shares during the period beginning on the date on which any Placement Notice is delivered to Agent hereunder and ending on the third (3rd) Trading Day immediately following the final Settlement Date with respect to Placement Shares sold pursuant to such Placement Notice (or, if the Placement Notice has been terminated or suspended prior to the sale of all Placement Shares covered by a Placement Notice, the date of such suspension or termination); provided, however, that such notice requirements will not be required in connection with the Company’s issuance or sale of (i) Common Shares, options to purchase Common Shares or Common Shares issuable upon the exercise of options or the vesting of equity awards, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not Common Shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented that are disclosed in the Registration Statement and the Prospectus; (ii) Common Shares issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in filings by the Company available on XXXXX or otherwise in writing to Agent, and (iii) Common Shares, or securities convertible into or exercisable for Common Shares, offered and sold in a privately negotiated transaction to vendors, customers, owners of target companies or properties, strategic partners or potential strategic partners or other investors conducted in a manner so as not to be integrated with the offering of Placement Shares hereby. i. Change of Circumstances. The Company will, at any time during the pendency of a Placement Notice advise Agent promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to Agent pursuant to this Agreement. j. Due Diligence Cooperation. The Company will cooperate with any reasonable due diligence review conducted by Agent or its representatives in connection with the transactions contemplated hereby, including, without limitation, providing information and making available documents and senior corporate officers, during regular business hours and at the Company’s principal offices, as Agent may reasonably request. k. Required Filings Relating to Placement of Placement Shares. The Company agrees that on such dates as the Securities Act shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Securities Act (each and every filing under Rule 424(b), a “Filing Date”), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through Agent, the Net Proceeds to the Company and the compensation payable by the Company to Agent with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. l. Representation Dates; Certificate. Each time during the term of this Agreement that the Company: (i) amends or supplements (other than a prospectus supplement relating solely to an offering of securities other than the Placement Shares) the Registration Statement or the Prospectus relating to the Placement Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Placement Shares; (ii) files an annual report on Form 10-K under the Exchange Act (including any Form 10-K/A containing amended financial information or a material amendment to the previously filed Form 10-K); (iii) files its quarterly reports on Form 10-Q under the Exchange Act; or (iv) files a current report on Form 8-K containing amended financial information (other than information “furnished” pursuant to Items 2.02 or 7.01 of Form 8-K or to provide disclosure pursuant to Item 8.01 of Form 8-K relating to the reclassification of certain properties as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144) under the Exchange Act; (Each such date of filing of one or more of the documents referred to in clauses (l)(i) through (l)(iv) and any time of request pursuant to this Section 7(l) shall be a “Representation Date.”) the Company shall furnish Agent no later than five (5) Trading Days after each Representation Date (but in the case of clause (iv) above only if Agent determines that the financial information contained in such Form 8-K is material) with a certificate, in the form attached hereto as Exhibit 7(1). The requirement to provide a certificate under this Section 7(1) shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next

16 occurring Representation Date on which the Company files its annual report on Form 10-K. Notwithstanding the foregoing, (i) upon the delivery of the first Placement Notice hereunder and (ii) if the Company subsequently decides to sell Placement Shares following a Representation Date when the Company relied on such waiver and did not provide Agent with a certificate under this Section 7(1), then before Agent sells any Placement Shares, the Company shall provide Agent with a certificate, in the form attached hereto as Exhibit 7(1), dated the date of the Placement Notice. m. Legal Opinion. On or prior to the date of the first Placement Notice given hereunder, the Company shall cause to be furnished to the Agent (i) a written opinion of Xxxxx & XxXxxxxx LLP (“Company Counsel”) as to corporate and securities matters dated as of the date of such Placement Notice, (ii) a written opinion of Company Counsel as to tax matters dated as of the date of such Placement Notice, (iii) a negative assurance letter from Company Counsel dated as of the date of such Placement Notice, and (iv) a written opinion of Xxxxxxx LLP (“Venable”) as to Maryland corporate matters dated as of the date of such Placement Notice, in each case, in the forms attached hereto as Exhibits 7(m), 7(m)(ii), 7(m)(iii) and 7(m)(iv). Within five (5) Trading Days of each subsequent Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Company shall cause to be furnished to the Agent the written opinions and negative assurance letter of Company Counsel and written opinion of Venable in substantially the foregoing forms and in substance reasonably satisfactory to Agent; provided, however, that in lieu of such opinion or negative assurance letter, Company Counsel or Venable last furnishing such applicable opinion or negative assurance letter to the Agent may furnish to the Agent a letter (a “Reliance Letter”) substantially to the effect that the Agent may rely on such prior opinion or negative assurance letter delivered under this Section 7(m) to the same extent as if it were dated the date of such Reliance Letter (except that statements in such prior opinion or letter shall be deemed to relate to the Registration Statement and the Prospectus as then amended or supplemented). n. Comfort Letter. On or prior to the date of the first Placement Notice given hereunder and within five (5) Trading Days after each subsequent Representation Date the Company shall cause its independent accountants to furnish Agent letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, which shall meet the requirements set forth in this Section 7(n); provided, that if requested by Agent, the Company shall cause a Comfort Letter to be furnished to Agent within ten (10) Trading Days of such request following the date of occurrence of any restatement of the Company’s financial statements. The Comfort Letter from the Company’s independent accountants shall be in a form and substance reasonably satisfactory to Agent, (i) confirming that they are an independent public accounting firm within the meaning of the Securities Act and the PCAOB, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and (iii) updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. o. Market Activities. Each of the Company and the Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or result in, or that constitutes or would reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of Common Shares or (ii) sell, bid for, or purchase Common Shares in violation of Regulation M, or pay anyone any compensation for soliciting purchases of the Placement Shares other than Agent. p. Investment Company Act. The Company will conduct its affairs in such a manner so as to reasonably ensure that neither it nor the Subsidiaries will be or become, at any time prior to the termination of this Agreement, an “investment company,” as such term is defined in the Investment Company Act. q. No Offer to Sell. Other than an Issuer Free Writing Prospectus approved in advance by the Company and Agent in its capacity as agent hereunder pursuant to Section 23, neither Agent nor the Company (including its agents and representatives, other than Agent in their capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder. x. Xxxxxxxx-Xxxxx Act. The Company will maintain and keep accurate books and records reflecting its assets and maintain internal accounting controls in a manner designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and including those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with GAAP, (iii) receipts and expenditures of the Company are being made only in accordance with management’s and the Company’s directors’ authorization, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use

18 a. Registration Statement Effective. The Registration Statement shall have become effective and shall be available for the sale of all Placement Shares contemplated to be issued by any Placement Notice. b. No Material Notices. None of the following events shall have occurred and be continuing: (i) receipt by the Company of any request for additional information from the Commission or any other federal or state governmental authority during the period of effectiveness of the Registration Statement, the response to which would require any post-effective amendments or supplements to the Registration Statement or the Prospectus; (ii) the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose; (iii) receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Placement Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) the occurrence of any event that results in the Registration Statement containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading or the Prospectus or any Issuer Free Writing Prospectus containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. c. No Misstatement or Material Omission. Agent shall not have advised the Company that the Registration Statement or Prospectus or any Issuer Free Writing Prospectus, or any amendment or supplement thereto, contains an untrue statement of fact that in Agent’s opinion is material, or omits to state a fact that in Agent’s opinion is material and is required to be stated therein or is necessary to make the statements therein not misleading. d. Material Changes. Except as contemplated in the Prospectus, or disclosed in the Company’s reports filed with the Commission, there shall not have been any Material Adverse Effect, or any development that could reasonably be expected to cause a Material Adverse Effect, or a downgrading in or withdrawal of the rating assigned to any of the Company’s securities (other than asset backed securities) by any rating organization or a public announcement by any rating organization that it has under surveillance or review its rating of any of the Company’s securities (other than asset backed securities), the effect of which, in the case of any such action by a rating organization described above, in the reasonable judgment of Agent (without relieving the Company of any obligation or liability it may otherwise have), is so material as to make it impracticable or inadvisable to proceed with the offering of the Placement Shares on the terms and in the manner contemplated in the Prospectus. e. Legal Opinion. Agent shall have received the opinions and negative assurance letter of Company Counsel and Xxxxxxx required to be delivered pursuant Section 7(m) on or before the date on which such delivery of such opinions and letter are required pursuant to Section 7(m). f. Comfort Letter. Agent shall have received the Comfort Letter required to be delivered pursuant Section 7(n) on or before the date on which such delivery of such letter is required pursuant to Section 7(n). g. Representation Certificate. Agent shall have received the certificate required to be delivered pursuant to Section 7(l) on or before the date on which delivery of such certificate is required pursuant to Section 7(l). h. Agent Legal Counsel Opinion. On or prior to the date that the first Placement Shares are sold pursuant to the terms of this Agreement and as promptly as possible and in no event later than five (5) Trading Days after each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit 7(l) for which no waiver is applicable, the Agent shall have received the favorable opinion of Xxxxxx & Xxxxxxxx LLP, counsel to the Agent, dated the date that the opinion is required to be delivered, in customary form and substance satisfactory to the Agent, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. i. No Suspension. Trading in the Common Shares shall not have been suspended on the Exchange and the Common Shares shall not have been delisted from the Exchange. j. Other Materials. On each date on which the Company is required to deliver a certificate pursuant to Section 7(l), the Company shall have furnished to Agent such appropriate further information, certificates and documents as Agent may reasonably request and as are usually or customarily furnished in connection with representation dates for an at-the-market securities offering program. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof. The Company will furnish Agent with such conformed copies of such opinions, certificates, letters and other documents as Agent shall reasonably request.

21 commencement of any action against such party in respect of which a claim for contribution may be made under this Section 11(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 11(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 11(c) hereof. 12. Representations and Agreements to Survive Delivery. The indemnity and contribution agreements contained in Section 11 of this Agreement and all representations and warranties of the Company and the Operating Partnership herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Agent, any controlling persons, or the Company (or any of their respective officers, directors or controlling persons), (ii) delivery and acceptance of the Placement Shares and payment therefor or (iii) any termination of this Agreement. 13. Termination. a. Agent may terminate this Agreement, by notice to the Company, as hereinafter specified at any time (1) if there has been, since the time of execution of this Agreement or since the date as of which information is given in the Prospectus, any Material Adverse Effect, or any development that is reasonably likely to have a Material Adverse Effect or, in the reasonable judgment of Agent, is material and adverse and makes it impractical or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (2) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of Agent, impracticable or inadvisable to market the Placement Shares or to enforce contracts for the sale of the Placement Shares, (3) if trading in the Common Shares has been suspended or limited by the Commission or the Exchange, or if trading generally on the Exchange has been suspended or limited, or minimum prices for trading have been fixed on the Exchange, (4) if any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market shall have occurred and be continuing, (5) if a major disruption of securities settlements or clearance services in the United States shall have occurred and be continuing, or (6) if a banking moratorium has been declared by either U.S. Federal or New York authorities. Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. If Agent elects to terminate this Agreement as provided in this Section 13(a), Agent shall provide the required notice as specified in Section 14 (Notices). b. The Company shall have the right, by giving five (5) days’ notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. c. Agent shall have the right, by giving five (5) days notice as hereinafter specified to terminate this Agreement in its sole discretion at any time after the date of this Agreement. Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. d. Unless earlier terminated pursuant to this Section 13, this Agreement shall automatically terminate upon the issuance and sale of all of the Placement Shares through Agent on the terms and subject to the conditions set forth herein except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) hereof shall remain in full force and effect notwithstanding such termination. e. This Agreement shall remain in full force and effect unless terminated pursuant to Sections 13(a), (b), (c), or (d) above or otherwise by mutual agreement of the parties; provided, however, that any such termination by mutual agreement shall in all cases be deemed to provide that Section 9 (Payment of Expenses), Section 11 (Indemnification and

22 Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) shall remain in full force and effect. Upon termination of this Agreement, the Company shall not have any liability to Agent for any discount, commission or other compensation with respect to any Placement Shares not otherwise sold by Agent under this Agreement. f. Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by Agent or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. 14. Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified, and if sent to Agent, shall be delivered to: KeyBanc Capital Markets Inc. 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, Xxxx 00000 Attention: Xxxx Xxxxxxxxxxx and Xxxxx Xxxxxx Facsimile: (000) 000-0000 Email: xxxxxxxxxxxx@xxx.xxx, xxxxxxx@xxx.xxx with a copy to: Hunton & Xxxxxxxx LLP 000 X. Xxxx Xxxxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Xxxxx X. Xxxxxx Facsimile: (000) 000-0000 Email: xxxxxxx@xxxxxx.xxx and if to the Company and the Operating Partnership, shall be delivered to: Physicians Realty Trust 000 X. Xxxxx Xxxxxx Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxx X. Xxxxxx Xxxxxxxxx:: (000) 000-0000 Email: xxx@xxxxxxx.xxx with a copy to: Xxxxx & XxXxxxxx LLP 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxxxxxx X. Xxxxxxx Xxxxxxxxx: (000) 000-0000 Email: Xxxxxxxxxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally, by email, or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day or, if such day is not a Business Day, on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid). For purposes of this Agreement, “Business Day” shall mean any day on which the Exchange and commercial banks in the City of New York are open for business.

23 An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this Section 14 if sent to the electronic mail address specified by the receiving party under separate cover. Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives confirmation of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form (“Nonelectronic Notice”) which shall be sent to the requesting party within ten (10) days of receipt of the written request for Nonelectronic Notice. 15. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company, the Operating Partnership and Agent and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party. 16. Adjustments for Stock Splits. The parties acknowledge and agree that all share-related numbers contained in this Agreement shall be adjusted to take into account any share consolidation, stock split, stock dividend, corporate domestication or similar event effected with respect to the Placement Shares. 17. Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company, the Operating Partnership and Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. EACH OF THE COMPANY THE OPERATING PARTNERSHIP AND AGENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. CONSENT TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. 20. Use of Information. Agent may not disclose to any third party and may not use any information gained in connection with this Agreement and the transactions contemplated by this Agreement, including due diligence, to advise any party with respect to transactions not expressly approved by the Company.

25 does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act. “Property” or “Properties” means the real properties described in the Registration Statement and the Prospectus as being owned by the Operating Partnership directly or indirectly through a subsidiary. “Rule 172,” “Rule 405,” “Rule 415,” “Rule 424,” “Rule 424(b),” “Rule 430B,” “Rule 433,” and “Rule 462(e)” refer to such rules under the Securities Act. All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be. All references in this Agreement to the Registration Statement, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to XXXXX; all references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to XXXXX; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Placement Shares by Agent outside of the United States. [Remainder of the page intentionally left blank]

26 If the foregoing correctly sets forth the understanding between the Company, the Operating Partnership, and Agent, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the parties. Very truly yours, PHYSICIANS REALTY TRUST By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer PHYSICIANS REALTY L.P. By: Physicians Realty Trust, its general partner By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Chief Financial Officer CONFIRMED AND ACCEPTED, as of the date first above written KEYBANC CAPITAL MARKETS INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Senior Managing Director

SCHEDULE 1 FORM OF PLACEMENT NOTICE From: Physicians Realty Trust TO: [] Attention: [] Subject: At Market Issuance-Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the At Market Issuance Sales Agreement between Physicians Realty Trust, a Maryland real estate investment trust (the “Company”), Physicians Realty L.P., a Delaware limited partnership, and [ ] (“Agent”), dated [●], 2016, the Company hereby requests that Agent sell up to [ ] of the Company’s Common Shares of beneficial interest, $0.01 par value per share, at a minimum market price of $ per share, during the time period beginning [month, day, time] and ending [month, day, time].

SCHEDULE 2 The Company shall pay to Agent in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount up to 2.0% of the gross proceeds from each sale of Placement Shares.

SCHEDULE 3 Notice Parties The Company Xxxx X. Xxxxxx xxx@xxxxxxx.xxx Xxxxxxx X. Xxxxxxx xxx@xxxxxxx.xxx Xxxx X. Xxxxx xxx@xxxxxxx.xxx Agent Xxxx Xxxxxxxxxxx xxxxxxxxxxxx@xxx.xxx Xxxxx Xxxxxx xxxxxxx@xxx.xxx

SCHEDULE 6(g) Subsidiaries Subsidiary Jurisdiction of Organization Xxxxxxx — El Paso 8 Limited Partnership Wisconsin Xxxxxxx — Georgia 17, LLC Wisconsin Xxxxxxx — Georgia 20, LLC Wisconsin Xxxxxxx — Georgia 21, LLC Wisconsin Xxxxxxx — Wisconsin 24, LLC Wisconsin Xxxxxxx — Arizona 23, LLC Wisconsin Xxxxxxx — Georgia 6, LLC Wisconsin Xxxxxxx — Michigan 5, LLC Wisconsin Xxxxxxx — Michigan 6, LLC Wisconsin Xxxxxxx — Ohio 9, LLC Wisconsin Xxxxxxx — Ohio 19, LLC Wisconsin Xxxxxxx — Texas 8, LLC Wisconsin Xxxxxxx — Illinois 12, LLC Wisconsin Xxxxxxx — Maine 15, LLC Wisconsin Xxxxxxx — Illinois 18, LLC Wisconsin DOC-FSH El Paso Medical Center, LLC Wisconsin DOC-ELFP Atlanta MOBs, LLC Wisconsin DOC-LifeCare Plano LTACH, LLC Wisconsin DOC-CCSC Crescent City Surgical Centre, LLC Wisconsin DOC-MP TXAZ, LLC Wisconsin DOC-SSH Slidell Surgical Center, LLC Wisconsin DOC-Cornerstone Pensacola MOB, LLC Wisconsin DOC-CONS Columbus MOB, LLC Wisconsin Eastwind MOB, LLC Ohio DOC-CCSC Crescent City Land, LLC Wisconsin DOC-Great Falls MT ASC, LLC Wisconsin DOC-FSH San Antonio MOB, LLC Wisconsin DOC-PDMC Atlanta, LLC Wisconsin DOC-21st Century Sarasota, LLC Wisconsin DOC-LifeCare Pittsburgh LTACH, LLC Wisconsin DOC-LifeCare Ft. Worth LTACH, LLC Wisconsin DOC-Pinnacle Harrisburg MOBs, LLC Wisconsin DOC-SBO MOB, LLC Wisconsin DOC-Grenada MOB, LLC Wisconsin DOC-Carmel MOB, LLC Wisconsin DOC-MSMOC Xxxxxxx MOB, LLC Wisconsin DOC-Premier Landmark MOBs, LLC Wisconsin DOC-PMP Monroe MOB, LLC Wisconsin DOC-Summit Bloomington MOB, LLC Wisconsin DOC-Renaissance Oshkosh MOB, LLC Wisconsin DOC-SIM Monroe ASC, LLC Wisconsin DOC-Oaks Lady Lake MOB, LLC Wisconsin DOC-CRMC Carlisle MOB, LLC Wisconsin DOC-WSUPG Xxxx MOB, LLC Wisconsin DOC-6138 Xxxxxxxx Road MOB, LLC Wisconsin DOC-Indiana 7 MOB, LLC Wisconsin DOC-2625 Market Place MOB, LLC Wisconsin DOC-4518 Union Deposit MOB, LLC Wisconsin

2 DOC-4520 Union Deposit MOB, LLC Wisconsin DOC-000 Xxxxxxxxx Xxxxxx MOB, LLC Wisconsin DOC-32 Northeast Drive MOB, LLC Wisconsin DOC-0000 Xxxxx Xxxxx MOB, LLC Wisconsin DOC-3100 Xxx Xxxxxxx Drive MOB, LLC Wisconsin DOC-9999 Xxxxxxxxx Street MOB, LLC Wisconsin DOC-9085 Southern Street MOB, LLC Wisconsin Southern Point LLC Delaware DOC-3100 Plaza Properties Boulevard MOB, LLC Wisconsin Zangmeister Center LLC Delaware DOC-000 Xxxxxx Xxxxxxx Xxxx MOB, LLC Wisconsin COG Real Estate Partners II, LLC Ohio DOC-000 Xxxxx Xxxxxxxxx Xxxxxx MOB, LLC Wisconsin Cardinal Westerville II LLC Ohio DOC-1810 Stadium Drive MOB, LLC Wisconsin DOC-500 18th Street MOB, LLC Wisconsin DOC-633 19th Street MOB, LLC Wisconsin DOC-920 18th Street MOB, LLC Wisconsin DOC-705 17th Street MOB, LLC Wisconsin DOC-615 19th Street MOB, LLC Wisconsin DOC-1800 10th Avenue MOB, LLC Wisconsin DOC-2000 10th Avenue MOB, LLC Wisconsin DOC-1942 North Avenue MOB, LLC Wisconsin DOC-1900 10th Avenue MOB, LLC Wisconsin DOC-1968 North Avenue MOB, LLC Wisconsin DOC-2200 Xxxxxxxx Road MOB, LLC Wisconsin DOC-610 19th Street MOB, LLC Wisconsin DOC-Middletown Medical MOBs, LLC Wisconsin DOC-000 Xxxx Xxxxxxxxx Xxxxxx MOB, LLC Wisconsin DOC-2633 Napoleon Avenue MOB, LLC Wisconsin DOC-8550 Xxxx Street MOB, LLC* (converted to DE LLC – DOC-8550 Xxxx Road MOB, LLC) Delaware DOC-24 Physicians Drive MOB, LLC Wisconsin DOC-207 Stonebridge Boulevard ASC, LLC Wisconsin DOC-DG Holding, LLC Wisconsin DOC-0000 00xx Xxxxxx XX MOB, LLC Wisconsin DOC-3400 West 66th Street MOB, LLC Wisconsin MMB Medical Partners, LLC Delaware MTKA II MP LLC Delaware VH Medical Partners LLC Delaware Crystal Medical Building, LLC Minnesota Savage Medical Building, LLC Minnesota Dell Medical Building, LLC Minnesota DOC-MSM Greenwood MOBs, LLC Wisconsin CAN Real Estate, LLC Indiana DOC-Indiana American MOBs, LLC Wisconsin DOC-MP Holding, LLC Wisconsin DOC-4352 North Xxxxx Xxxx MOB, LLC Wisconsin DOC-0000 Xxxxxxxxxx Xxx W MOB, LLC Wisconsin DOC-309 Renaissance, LLC Wisconsin DOC-0000 Xxxxxx Xxxx X Xxxxxxxxx MOB, LLC Wisconsin DOC-CCP MOBs, LLC New York DOC-0000 Xxxxx Xxxxxxxx Xxxxxxxxx MOB, LLC Wisconsin DOC-9118 Bluebonnet Centre Boulevard MOB, LLC Wisconsin DOC-19900 Xxxxxxxx Road MOB, LLC Wisconsin

3 DOC-679 East County Line Road MOB, LLC Wisconsin DOC-600 Health Park Boulevard MOB, LLC Wisconsin DOC-5319 Hoag Drive MOB, LLC Wisconsin DOC-15255 Xxx Xxxxxxx Parkway MOB, LLC Wisconsin DOC-0000 Xxxx Xxxxxx Xxxxxxxxx NW MOB, LLC Wisconsin DOC-2605 East Creeks Edge Drive MOB, LLC Wisconsin DOC-0000X Xxxxxx Xxxx South MOB, LLC Wisconsin DOC-244 Coatsland Drive MOB, LLC Wisconsin DOC-1710 North Xxxxxxx Road MOB, LLC Wisconsin DOC-250 Fame Avenue MOB, LLC Wisconsin DOC-3602 Kyoto Gardens Drive MOB, LLC Wisconsin DOC-5401 South Congress Avenue MOB, LLC Wisconsin DOC-0000 Xxxxx Xxx MOB, LLC Wisconsin DOC-2030 Stringtown Road MOB, LLC Ohio DOC-0000 Xxxx Xxxx Xxxx MOB, LLC Wisconsin DOC-00000 Xxxx XxXxxxxx Xxxx MOB, LLC Wisconsin DOC-00000 Xxxx XxXxxxxx Xxxx MOB, LLC Wisconsin DOC-9250 North 3rd Street MOB, LLC Wisconsin DOC-XX Xxxx, LLC Wisconsin DOC-Katy Medical MOBs, LLC Wisconsin DOC-7277 Xxxxx’x Mill Road MOB, LLC Wisconsin DOC-16838 East Palisades Boulevard MOBs, LLC Wisconsin DOC-Great Falls Holding, LLC Wisconsin DOC-2000 Xxxxx Xxxxxx Boulevard MOB, LLC Wisconsin DOC-0000 Xxxxxxxxx Xxxxx MOB, LLC Wisconsin DOC-411 North Section Street MOB, LLC Wisconsin DOC-1624 North XxXxxxxx Street MOB, LLC Wisconsin DOC-669 South XxXxxxxx Street MOB, LLC Wisconsin DOC-00000 Xxxxxxxx Xxxx MOB, LLC Wisconsin DOC-5150 North Xxxxx Highway MOB, LLC Wisconsin DOC-1299 Industrial Drive MOB, LLC Wisconsin DOC-5101 North Xxxxx Highway MOB, LLC Wisconsin DOC-10800 Panama City Beach Parkway MOB, LLC Wisconsin DOC-00000 Xxxxxxxx Xxxx MOB, LLC Wisconsin DOC-4397 Xxxxxx Xxxxxx Boulevard ASC, LLC Wisconsin DOC-3510 Old Washington Road MOB, LLC Wisconsin DOC-LM Kansas City MOB, LLC Wisconsin DOC-0000 Xxxxx 00xx Xxxxxx MOBs, LLC Wisconsin DOC-0000 Xxxxxx Xxxx Xxxx MOB, LLC Wisconsin DOC-Nashville MOB, LLC Wisconsin Cambridge Nashville Medical Center, L.P. Tennesee DOC-0000 Xxxxxxx Xxxx Xxxxx MOB, LLC Wisconsin DOC-00000 Xxx Xxx Xxxxx MOB, LLC Wisconsin Great Falls Clinic-Frauenshuh, LLC Minnesota DOC-1155 SE Monterey Road ASC, LLC Wisconsin DOC-300 Lake Drive East MOB, LLC Wisconsin DOC-1609 Hospital Parkway MOB, LLC Wisconsin DOC-2405 North Columbus Street MOB, LLC Wisconsin DOC-21 Laurel Avenue MOB, LLC Wisconsin DOC-67 Prospect Avenue MOB, LLC Wisconsin DOC-0000 Xxxx Xxxx Xxxx ASC, LLC Wisconsin DOC-833 St. Vincent’s Drive MOB, LLC Wisconsin DOC-0000 XX Xxxxxxxx Xxxx ASC, LLC Wisconsin DOC-300 Lake Drive East MOB, LLC Wisconsin DOC-1609 Hospital Parkway MOB, LLC Wisconsin DOC-0000 Xxxxx Xxxxxxxx Xxxxxx MOB, LLC Wisconsin

4 DOC-00 Xxxxxx Xxxxxx MOB, LLC Wisconsin DOC-67 Prospect Avenue MOB, LLC Wisconsin DOC-0000 00xx Xxxxxx South MOB, LLC Wisconsin DOC-0000 00xx Xxxxxx South MOB, LLC Wisconsin DOC-633 Xxxxxxx Road MOB, LLC Wisconsin DOC-890 North Blue Xxx Way MOB, LLC Wisconsin DOC-5757 Xxxxxx Drive NE MOB, LLC Wisconsin DOC-2947 Rodeo Park Drive East MOB, LLC Wisconsin DOC-2213 Decatur Highway ASC, LLC Wisconsin DOC-2900 Curve Crest MOB, LLC Wisconsin DOC-14688 Everton Avenue MOB, LLC Wisconsin DOC-FREH El Paso, LLC Wisconsin DOC-1624 South I Street MOB, LLC Wisconsin DOC-1802 South Yakima Street MOB, LLC Wisconsin DOC-34509 9th Avenue South MOB, LLC Wisconsin DOC-100 East Liberty Street MOB, LLC Wisconsin DOC-250 East Liberty Street MOB, LLC Wisconsin DOC-0000 Xxxxxxxxx Xxxx MOB, LLC Wisconsin DOC-1903 West Hebron Lane MOB, LLC Wisconsin DOC-0000 Xxxx Xxxxx Xxxxxx MOB, LLC Wisconsin DOC-0000 Xxxx Xxxxx Xxxxxx MOB, LLC Wisconsin DOC-16929 Xxxxxxx Street MOB, LLC Wisconsin DOC-1930 Port of Tacoma Road MOB, LLC Wisconsin DOC-225 Xxxxxxx Xxxxxxx Way MOB, LLC Wisconsin DOC-Harrodsburg Road MOBs, LLC Wisconsin DOC-1451 Harrodsburg Road MOB, LLC Wisconsin DOC-4419 North Highway 7 MOB, LLC Wisconsin DOC-1 St. Xxxxxxx Circle MOB, LLC Wisconsin DOC-5 St. Xxxxxxx Circle MOB, LLC Wisconsin DOC-908 North Xxxxxx MOB, LLC Wisconsin DOC-401 East Gold Coast Road MOB, LLC Wisconsin DOC-1118 NW 16th Street MOB, LLC Wisconsin DOC-4075 East 128th Avenue MOB, LLC Wisconsin DOC-350 Peak One Drive MOB, LLC Wisconsin DOC-3101 Summit View Drive MOB, LLC Wisconsin DOC-0000 Xxxx Xxxxx Xxxxxx MOB, LLC Wisconsin DOC-5401 Kimball Drive MOB, LLC Wisconsin DOC-00000 Xxxxxxxxxx Xxx MOB, LLC Wisconsin DOC-1149 Market Street MOB, LLC Wisconsin DOC-1900 Bluegrass Avenue MOB, LLC Wisconsin DOC-4500 Xxxxxxxxx Avenue MOB, LLC Wisconsin DOC-2111 Landmark Circle MOB, LLC Wisconsin DOC-1351 East XxXxxxxxx Highway MOB, LLC Wisconsin DOC-600 West N. Boulevard MOB, LLC Wisconsin DOC-1973 South Xxxx Xxxxx Parkway MOB, LLC Wisconsin DOC-12635 West Bluemound Road MOB, LLC Wisconsin DOC-1905 West Hebron Lane MOB, LLC Wisconsin DOC-3200 West 33rd Street MOB, LLC Wisconsin DOC-310 North 9th Street MOB, LLC Wisconsin DOC-725 Glenwood Drive MOB, LLC Wisconsin DOC-810 East Xxxxxx Avenue MOB, LLC Wisconsin DOC-0000 Xxxx Xxxx Xxxxxx MOB, LLC Wisconsin DOC-1310 East Main Avenue MOB, LLC Wisconsin DOC-0000 Xxxxx Xxxxxx Xxxxxx MOB, LLC Wisconsin

5 DOC-0000 Xxxx Xxxxxxx Xxxxxx MOB, LLC Wisconsin DOC-2255 East Mossy Oaks Drive MOB, LLC Wisconsin DOC-2420 South State Street MOB, LLC Wisconsin DOC-0000 Xxxxxx Xxxxx NW MOB, LLC Wisconsin DOC-0000 Xxxxxxx Xxxxxx MOB, LLC Wisconsin DOC-4402 Xxxxxxxxx Avenue MOB, LLC Wisconsin DOC-7440 West 91st Street MOB, LLC Wisconsin DOC-11045 Lansing Circle MOB, LLC Wisconsin DOC-00000 Xxxxx 00xx Xxxxxx MOB, LLC Wisconsin DOC-00000 Xxxx Xxxxx Xxxx MOB, LLC Wisconsin DOC-16221 St. Xxxxxxx Way MOB, LLC Wisconsin DOC-16940 Lakeside Hills Plaza MOB, LLC Wisconsin DOC-17030 Lakeside Hills Plaza MOB, LLC Wisconsin DOC-17198 St. Luke’s Way MOB, LLC Wisconsin DOC-2001 Beam Avenue MOB, LLC Wisconsin DOC-Ocala Villages, LLC Wisconsin DOC-100 Pilot Medical Drive MOB, LLC Wisconsin DOC-XX Xxxxxxxxx MOB, LLC Wisconsin

EXHIBIT 7(1) Form of Representation Date Certificate This Representation Date Certificate (this “Certificate”) is executed and delivered in connection with Section 7(1) of each At Market Issuance Sales Agreement (each, an “Agreement”), dated [•], and entered into by and among Physician Realty Trust (the “Company”), Physicians Realty L.P. (the “Operating Partnership”) and each of [•] (each, an “Agent”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreement. The undersigned officer of the Company hereby certifies as follows: 1. As of the date of this Certificate (i) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (ii) neither the Registration Statement nor the Prospectus contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (iii) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein not untrue or misleading for this paragraph 1 to be true. 2. Each of the representations and warranties of the Company and Operating Partnership contained in the Agreement were, when originally made, and are, as of the date of this Certificate, true and correct in all material respects. 3. Except as waived by Agent in writing, each of the covenants required to be performed by the Company and Operating Partnership in the Agreement on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement, has been duly, timely and fully performed in all material respects and each condition required to be complied with by the Company and Operating Partnership on or prior to the date of the Agreement, this Representation Date, and each such other date prior to the date hereof as set forth in the Agreement has been duly, timely and fully complied with in all material respects. 4. Subsequent to the date of the most recent financial statements in the Prospectus, and except as described in the Prospectus, including Incorporated Documents, there has been no Material Adverse Effect. 5. No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings for that purpose have been instituted or are pending or threatened by any securities or other governmental authority (including, without limitation, the Commission). 6. No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Placement Shares under the securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened, to the Company’s knowledge or in writing by, any securities or other governmental authority (including, without limitation, the Commission). The undersigned has executed this Representation Date Certificate as of the date first written above. By: Name: Title:

EXHIBIT 7(m)(i)

EXHIBIT 7(m)(ii)

EXHIBIT 7(m)(iii)

EXHIBIT 7(m)(iv)

EXHIBIT 23 Permitted Issuer Free Writing Prospectuses None.

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EXECUTION VERSION PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement August 5, 2016 KeyBanc Capital Markets Inc. 127 Public Square 4th Floor Cleveland, Ohio 44114 Ladies and Gentlemen: Physicians...

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EXECUTION VERSION PHYSICIANS REALTY TRUST Common Shares ($0.01 par value per share) At Market Issuance Sales Agreement August 5, 2016 KeyBanc Capital Markets Inc. 127 Public Square 4th Floor Cleveland, Ohio 44114 Ladies and Gentlemen: Physicians...

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