Exhibit 1.1
STAG INDUSTRIAL, INC.
(a Maryland corporation)
8,000,000 Shares of Common Stock
UNDERWRITING AGREEMENT
Dated: November 16, 2020
STAG Industrial, Inc.
(a Maryland corporation)
8,000,000 Shares of Common Stock
($0.01 par value per share)
UNDERWRITING AGREEMENT
November 16, 2020
Citigroup Global Markets Inc.
as Representative of the several Underwriters
Citigroup Global Markets Inc.
as Forward Seller
Citibank, N.A.
as Forward Purchaser
c/o Citigroup Global Markets
Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
c/o Citibank, N.A.
000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxx
Ladies and Gentlemen:
Each of STAG Industrial, Inc., a Maryland
corporation (the “Company”), STAG Industrial Operating Partnership, L.P., a Delaware limited partnership and the Company’s
operating partnership (the “Operating Partnership”), and Citigroup Global Markets Inc. (in its capacity as seller
of Borrowed Securities (as defined below), the “Forward Seller”) confirms its agreement with Citigroup Global Markets
Inc. and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,”
which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Citigroup
Global Markets Inc. is acting as representative (in such capacity, the “Representative”), with respect to (i) the
sale by the Forward Seller (with respect to the Borrowed Underwritten Securities (as defined below)) and the Company (with
respect to any Company Top-Up Underwritten Securities (as defined below)) and the purchase by the Underwriters, acting severally
and not jointly, of an aggregate of 8,000,000 shares (the “Underwritten Securities”) of the Company’s common
stock, $0.01 par value per share (the “Common Stock”), and (ii) the grant by the Forward Seller (with respect
to the Borrowed Option Securities (as defined below)) and the Company (with respect to any Company Top-Up Option Securities (as
defined below)) to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof
to purchase all or any part of 1,200,000 additional shares of Common Stock (the “Option Securities”).
The Forward Seller is entering into this
underwriting agreement (the “Agreement”) at the Company’s request in connection with the letter agreement (the
“Initial Forward Sale Agreement”) dated the date hereof between the Company and Citibank, N.A. (in its capacity as
counterparty to the Forward Sale Agreement (as defined below), the “Forward Purchaser”). The Initial Forward Sale
Agreement relates to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share
Settlement (as such terms are defined in the Forward Sale Agreement) of an aggregate number of shares of Common Stock initially
equal to the number of Borrowed Underwritten Securities to be sold by the Forward Seller pursuant to this Agreement. References
herein to the “Forward Sale Agreement” are to the Initial Forward Sale Agreement and/or any Additional Forward Sale
Agreements (as defined below) as the context requires.
The shares of Common Stock to be sold by
the Forward Seller pursuant to Section 2(a) hereof are herein referred to as the “Borrowed Underwritten Securities.”
The shares of Common Stock to be sold by the Forward Seller pursuant to Section 2(b) hereof are herein referred to as
the “Borrowed Option Securities.” The Borrowed Option Securities, the Company Option Securities (as defined below)
and the Company Top-Up Option Securities are herein referred to collectively as the “Option Securities.” The Borrowed
Underwritten Securities and the Borrowed Option Securities are herein referred to collectively as the “Borrowed Securities.”
The Underwritten Securities and the Option Securities are herein referred to collectively as the “Securities.”
The Company and the Operating Partnership
understand that the Underwriters propose to make a public offering of the Securities as soon as the Representative, the Forward
Purchaser and the Forward Seller deem advisable after this Agreement has been executed and delivered.
The Company has prepared and filed with
the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3
(File No. 333-229661) covering the public offering and sale of certain securities, including the Securities, under the Securities
Act of 1933, as amended (the “1933 Act”), and the rules and regulations promulgated thereunder (the “1933
Act Regulations”), which automatic shelf registration statement became effective upon filing under Rule 462(e) under
the 1933 Act Regulations (“Rule 462(e)”). Such 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 pursuant to Item 12
of Form S-3 under the 1933 Act or otherwise and the documents otherwise deemed to be a part thereof as of such time pursuant
to Rule 430B under the 1933 Act Regulations (“Rule 430B”), is referred to herein as the “Registration
Statement;” provided, however, that the “Registration Statement” without reference 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 Securities, which time shall be considered the “new effective date” of such registration statement with respect
to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto
as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12
of Form S-3 under the 1933 Act or otherwise and the documents otherwise deemed to be a part thereof as of such time pursuant
to the Rule 430B. Each preliminary prospectus supplement and the base prospectus contained in the Registration Statement
used in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference
therein pursuant to Item 12 of Form S-3 under the 1933 Act or otherwise, are collectively referred to herein as a “preliminary
prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus
supplement and base prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the
1933 Act Regulations (“Rule 424(b)”). The final prospectus supplement and base prospectus, in the form first
furnished or made available to the Underwriters, the Forward Purchaser and the Forward Seller for use in connection with the offering
of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12
of Form S-3 under the 1933 Act or otherwise, are collectively referred to herein as the “Prospectus.” For purposes
of this Agreement, all references to the Registration Statement, any preliminary prospectus, 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 its Electronic Data
Gathering, Analysis and Retrieval system (or any successor system) (“XXXXX”).
As used in this Agreement:
“Applicable Time” means 7:05
P.M. (Eastern time), on November 16, 2020 or such other time as agreed by the Company, the Representative, the Forward
Purchaser and the Forward Seller.
“General Disclosure Package”
means any Issuer General Use Free Writing Prospectuses issued at or prior to the Applicable Time, the most recent preliminary
prospectus relating to the Securities (including any documents incorporated therein by reference) that is distributed to investors
prior to the Applicable Time and the information included on Schedule B hereto, all considered together.
“Issuer Free Writing Prospectus”
means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”),
including without limitation any “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations
(“Rule 405”)) relating to the Securities that is (i) required to be filed with the Commission by the Company,
(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not
required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i) because
it contains a description of the Securities or of the offering that 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).
“Issuer General Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors
(other than a “bona fide electronic road show,” as defined in Rule 433), as evidenced by its being
specified in Schedule C hereto.
“Issuer Limited Use Free Writing
Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus.
All references in this Agreement to financial
statements and schedules and other information which is “contained,” “included” or “stated”
(or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed
to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference
in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the execution and delivery
of this Agreement; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary
prospectus or the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated thereunder (collectively, the “1934 Act”), incorporated
or deemed to be incorporated by reference in the Registration Statement, such preliminary prospectus or the Prospectus, as the
case may be, at or after the execution and delivery of this Agreement.
SECTION 1. Representations and Warranties.
(a) Representations
and Warranties by the Company and the Operating Partnership. Each of the Company and the Operating Partnership, jointly and
severally, represents and warrants to each Underwriter, the Forward Purchaser and the Forward Seller as of the date hereof, the
Applicable Time, the Closing Time (as defined below) and any Date of Delivery (as defined below), and agrees with each Underwriter,
the Forward Purchaser and the Forward Seller, as follows:
(i) Status
as a Well-Known Seasoned Issuer; (A) At the time of filing the Registration Statement on February 13, 2019, (B) at
the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether
such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934
Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this
clause only, of Rule 163(c) under the 1933 Act Regulations) made any offer relating to the Securities in reliance on
the exemption of Rule 163 under the 1933 Act Regulations, and (D) as of the Applicable Time, the Company was and is
a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act (“Rule 405”), and was
not and is not an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic
shelf registration statement,” as defined in Rule 405, and the Securities, since their registration on the Registration
Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration
statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the 1933
Act Regulations objecting to the use of the automatic shelf registration statement form. The Company has paid, or if the Prospectus
has not yet been filed with the Commission will pay, the required Commission filing fees relating to the Securities within the
time required by Rule 456(b)(1)(i) under the 1933 Act Regulations without regard to the proviso therein and otherwise
in accordance with Rules 456(b) and 457(r) under the 1933 Act Regulations (including, if applicable, by updating
the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective
amendment to the Registration Statement or on the cover page of the Prospectus).
(ii) Registration
Statement and Prospectuses. The Registration Statement became effective upon filing under Rule 462(e) on February 13,
2019, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no
order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for
any of those purposes have been instituted or are pending or, to the Company’s knowledge (without further inquiry), contemplated.
The Company has complied with each request (if any) from the Commission for additional information with respect to the Registration
Statement.
Each of the Registration Statement
and any post-effective amendment thereto, at the time of its effectiveness and at each deemed effective date with respect to the
Underwriters and the Forward Seller pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all material
respects at the time it became effective with the requirements of the 1933 Act and the 1933 Act Regulations. Each preliminary
prospectus (including the prospectus filed as part of the Registration Statement as originally filed or as part of any amendment
or supplement thereto), any supplement thereto or any prospectus wrapper prepared in connection therewith, and the Prospectus
complied and will comply in all material respects at the time it was filed with the 1933 Act and the 1933 Act Regulations. Each
preliminary prospectus and the Prospectus delivered to the Underwriters and the Forward Seller for use in connection with this
offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to
the extent permitted by Regulation S-T.
The documents incorporated or
deemed to be incorporated by reference in the Registration Statement and the Prospectus, when they became effective or at the
time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements
of the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”).
(iii) Accurate
Disclosure. Neither the Registration Statement nor any amendment thereto, at the times they became effective, on the date
hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material
fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements
therein not misleading. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual
Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or
will include an untrue statement of a material fact or omitted, omits or will omit 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. Neither the Prospectus
nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with
the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include
an untrue statement of a material fact or omitted, omits or will omit 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. The documents incorporated or
deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the
time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission,
as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package
or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading.
The representations and warranties
in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the
General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the
Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information
so furnished shall be the information under the heading “Underwriting—Electronic Distribution” in the Prospectus
(the “Underwriter Information”).
(iv) Issuer
Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in
the Registration Statement or the Prospectus including any document incorporated or deemed incorporated by reference therein,
and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified.
(v) Company
Not Ineligible Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the earliest
time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of
the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,”
as defined in Rule 405, without taking into account any determination by the Commission pursuant to Rule 405 that it
is not necessary that the Company be considered an ineligible issuer.
(vi) Testing-the-Waters
Communication. Neither the Company nor the Operating Partnership has (A) engaged in any Testing-the-Waters Communication
(as defined below) or (B) authorized anyone other than the Representative to engage in Testing-the-Waters Communications;
the Company has not distributed any Written Testing-the-Waters Communications (as defined below). “Testing-the-Waters Communication”
means any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the 1933
Act or Rule 163B promulgated under Section 5 of the 1933 Act. “Written Testing-the-Waters Communication”
means any Testing-the-Waters Communication that is a “written communication” within the meaning of Rule 405.
(vii) Independent
Accountants. The accountants who certified the financial statements and supporting schedules included or incorporated by reference
in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as required
by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight
Board.
(viii) Financial
Statements; Non-GAAP Financial Measures. The financial statements included or incorporated by reference in the Registration
Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly in
all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statements
of operations, equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; 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 noted therein. The supporting schedules, if any, present fairly
in all material respects in accordance with GAAP the information required to be stated therein. Any selected financial data and
summary financial information included or incorporated by reference in the Registration Statement, the General Disclosure Package
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 financial statements, including any statement of revenues
and certain expenses, of the businesses or properties acquired or proposed to be acquired, if any, included in, or incorporated
by reference into, the Registration Statement or the Prospectus present fairly in all material respects the information set forth
therein, have been prepared in conformity with GAAP applied on a consistent basis and otherwise have been prepared in accordance
with the applicable financial statement requirements of Rule 3-05 or Rule 3-14 of Regulation S-X with respect to
real estate operations acquired or to be acquired. In addition, any pro forma financial statements and the related notes
thereto, if any, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus
present fairly in all material respects the information shown therein, have been prepared in all material respects in accordance
with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly
compiled on the bases described therein, and 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. No other historical or
pro forma financial statements or supporting schedules of the Company or any of its subsidiaries are required to be included or
incorporated by reference in the Registration Statement, the General Disclosure Package or the Prospectus under the 1933 Act or
the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus,
or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) comply in all material respects with Regulation G of the 1934 Act and Item 10 of Regulation
S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by
reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the information called
for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and
guidelines applicable thereto.
(ix) 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, the General Disclosure Package or the Prospectus, (A) there has been no material
adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company
and its subsidiaries considered as one enterprise (including all of the properties of the Company and its subsidiaries), 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 such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that
is material to such entities considered as one enterprise, and (C) except for regular monthly or quarterly dividends on the
Common Stock, the Company’s 6.875% Series C Cumulative Redeemable Preferred Stock, par value $0.01 per share, and distributions
on limited partnership interests in the Operating Partnership (“OP Units”) and LTIP units in the Operating Partnership
(“LTIP Units”), in each case in amounts per share or unit that are consistent with past practice, there has been no
dividend or distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital
stock or other equity interest of such entities.
(x) Good
Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under
the laws of the State of Maryland and has corporate power and authority to own, lease and operate its properties and to conduct
its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and
perform its obligations under this Agreement and the Forward Sale Agreement and, as the sole member of 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 Forward Sale Agreement; and the Company is duly qualified as a foreign corporation 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.
(xi) 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 Registration Statement, the
General Disclosure Package and the Prospectus and to enter into and perform its obligations under this Agreement and the Forward
Sale 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 member of the sole general partner of the Operating Partnership. The aggregate percentage interests
of the Company and the limited partners in the Operating Partnership are set forth in the Registration Statement, the General
Disclosure Package and the Prospectus. The Amended and Restated Agreement of Limited Partnership of the Operating Partnership,
dated as of April 20, 2011, as amended by the First Amendment thereto, dated as of November 2, 2011, the Second Amendment
thereto, dated as of April 16, 2013, and the Third Amendment thereto, dated as of March 17, 2016, is in full force and
effect.
(xii) Good
Standing of Subsidiaries. Each subsidiary of the Company has been duly organized and is validly existing in good standing
under the laws of the jurisdiction of its incorporation or organization, except where the failure to be in good standing would
not result in a Material Adverse Effect, 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, the General Disclosure Package and the Prospectus. Each
subsidiary 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. All of the issued and outstanding capital stock
or other ownership interests of each subsidiary has been duly authorized and validly issued, is (as applicable) fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity, other than (A) as described in the Registration Statement, the General Disclosure
Package and the Prospectus, (B) any security interest, mortgage, pledge, lien, encumbrance, claim or equity in connection
with indebtedness described in the Registration Statement, the General Disclosure Package and the Prospectus and (C) any
security interest, mortgage, pledge, lien, encumbrance, claim or equity that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. None of the outstanding shares of capital stock or other ownership interests of
any subsidiary was issued in violation of the preemptive or similar rights of any securityholder of such subsidiary. The Company
does not own or control, directly or indirectly, any corporation, association or other entity that is or will be a “significant
subsidiary” (within the meaning of Rule 1-02(w) of Regulation S-X) other than the entities listed on Exhibit D
hereto. For the purposes of this Agreement, “subsidiary” means each direct and indirect subsidiary of the Company,
including, without limitation, the Operating Partnership.
(xiii) Capitalization.
The authorized, issued and outstanding shares of capital stock of the Company are as set forth in the Registration Statement,
the General Disclosure Package and the Prospectus (except for subsequent issuances, if any, (A) pursuant to this Agreement
or the Forward Sale Agreement, (B) pursuant to reservations, agreements or employee benefit plans or dividend reinvestment
or stock purchase plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) pursuant
to the exercise, redemption, or exchange of convertible or exchangeable securities, options or warrants referred to in the Registration
Statement, the General Disclosure Package and the Prospectus, including OP Units or LTIP Units or (D) unregistered issuances
not required to be disclosed pursuant to the 1934 Act, the 1933 Act or any regulation promulgated thereunder). The issued and
outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable.
None of the outstanding shares of capital stock of the Company was 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 for issuance by the Operating
Partnership to the Company and are validly issued and fully paid. The issuance of such OP Units was exempt from registration or
qualification under the 1933 Act and applicable state securities laws. None of such OP Units were issued in violation of the preemptive
or other similar rights of any securityholder of the Operating Partnership or any other person or entity. The OP Units to be issued
by the Operating Partnership to the Company in connection with the contribution of the net proceeds received by it from the issuance,
sale and delivery of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement
(assuming Physical Settlement (as defined in the applicable Forward Sale Agreement)) to the Operating Partnership will be, on
or prior to the Closing Time, duly authorized for issuance by the Operating Partnership to the holders thereof and at the Closing
Time or upon settlement of the applicable Forward Sale Agreement, as applicable, will be validly issued and fully paid. The issuance
of such OP Units will be exempt from registration or qualification under the 1933 Act and applicable state securities laws. None
of such OP Units to be issued will be in violation of the preemptive or other similar rights of any securityholder of the Operating
Partnership or any other person or entity. Except as set forth in the Registration Statement, General Disclosure Package and 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.
(xiv) Authorization
of the Agreement and the Forward Sale Agreement. This Agreement has been duly authorized, executed and delivered by the Company
and the Operating Partnership. The Initial Forward Sale Agreement has been duly authorized, executed and delivered by the Company
and the Operating Partnership and upon authorization, execution and delivery of such agreement by the Forward Purchaser, will
be a legal, valid and binding obligation of the Company and the Operating Partnership, enforceable against the Company and the
Operating Partnership in accordance with its terms, except to the extent that such enforceability may be limited by applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting creditors’
rights and remedies generally or general principles of equity and except as rights to indemnity and contribution thereunder may
be limited by applicable law or policies underlying such law. Each Additional Forward Sale Agreement, if any, will be duly authorized,
executed and delivered by the Company and the Operating Partnership and upon authorization, execution and delivery of such agreement
by the Forward Purchaser, will be a legal, valid and binding obligation of the Company and the Operating Partnership, enforceable
against the Company and the Operating Partnership in accordance with its terms, except to the extent that such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating
to or affecting creditors’ rights and remedies generally or general principles of equity and except as rights to indemnity
and contribution thereunder may be limited by applicable law or policies underlying such law.
(xv) Authorization
and Description of Securities. The Securities to be purchased by the Underwriters from the Company have been duly authorized
for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to
this Agreement against payment of the consideration set forth herein, will be validly issued and fully paid and non-assessable;
and the issuance of the Securities is not subject to the preemptive rights, resale rights, rights of first refusal or other similar
rights of any securityholder of the Company. The Common Stock conforms in all material respects to all statements relating thereto
contained in the Registration Statement, the General Disclosure Package 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 Securities will be subject to personal
liability solely by reason of being such a holder. The form of certificate used to evidence the Securities will be in substantially
the form filed or incorporated by reference, as the case may be, as an exhibit to the Registration Statement. The Company has
duly authorized and reserved for issuance pursuant to the Forward Sale Agreement 18,400,000 shares of Common Stock. When issued
and delivered by the Company pursuant to the Forward Sale Agreement against payment of the consideration required to be paid by
the Forward Purchaser pursuant to the terms of the applicable Forward Sale Agreement, the shares of Common Stock issuable pursuant
to the applicable Forward Sale Agreement will be validly issued, fully paid and non-assessable, and the issuance of such shares
of Common Stock is not and will not be subject to the preemptive rights, resale rights, rights of first refusal or other similar
rights of any securityholder of the Company.
(xvi) 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 by the Company under the 1933 Act in connection with the issuance
and sale of the Securities or any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
(xvii) Absence
of Violations, Defaults and Conflicts. Neither the Company nor any of its subsidiaries is (A) in violation of its 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 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 subsidiary 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 Forward Sale Agreement by the Company and the Operating Partnership, as applicable, and
their consummation of the transactions contemplated herein and therein, as applicable, and in the Registration Statement, the
General Disclosure Package and the Prospectus (including the Company’s issuance and sale of the Securities and any additional
shares of Common Stock issuable pursuant to the Forward Sale Agreement and its use of the net proceeds therefrom as described
therein under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate or other action
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 defined below) under, or result in the creation or imposition of any lien, charge
or encumbrance upon any properties or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except
for such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would not, singly or in the
aggregate, result in a Material Adverse Effect), nor will such action result in any violation of any law, statute, rule, regulation,
judgment, order, writ or decree of any Governmental Entity (except for such violations that would not, singly or in the aggregate,
result in a Material Adverse Effect) or the provisions of the charter, by-laws or similar organizational document of the Company
or any of its subsidiaries. As used herein, a “Repayment Event” means any event or condition which gives the holder
of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require
the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.
(xviii) Absence
of Labor Dispute. No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the
Company, is imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its
or any subsidiary’s principal suppliers, manufacturers, customers or contractors, which, in either case, would result in
a Material Adverse Effect.
(xix) Employee
Benefits. (A) The Company and each of its subsidiaries or their “ERISA Affiliates” (as defined below) are
in compliance in all respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended,
including the regulations and published interpretations thereunder (“ERISA”); (B) no “reportable event”
(as defined in ERISA) has occurred with respect to any “employee benefit plan” (as defined in ERISA) for which the
Company or any of its subsidiaries or ERISA Affiliates would have any liability; (C) the Company and each of its subsidiaries
or their ERISA Affiliates have not incurred and do not reasonably expect to incur liability under Title IV of ERISA with
respect to termination of, or withdrawal from, any “employee benefit plan”; and (D) each “employee benefit
plan” for which the Company and each of its subsidiaries or any of their ERISA Affiliates would have any liability that
is intended to be qualified under Section 401(a) of the U.S. Internal Revenue Code of 1986, as amended, and the
regulations and published interpretations thereunder (collectively the “Code”) is so qualified in all material respects
and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification; except, in
the cases of (A), (B), and (C), as would not reasonably be expected to have a Material Adverse Effect. “ERISA Affiliate”
means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b),
(c) or (m) of the Code or Section 4001(b)(1) of ERISA of which the Company or such subsidiary is a member.
(xx) Absence
of Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity
now pending or, to the knowledge of the Company, threatened against the Company or any subsidiary which is required to be disclosed
in the Registration Statement, or which would reasonably be expected to result in a Material Adverse Effect, or would reasonably
be expected to materially and adversely affect the consummation of the transactions contemplated in this Agreement or the Forward
Sale Agreement or the performance by the Company and its subsidiaries of their obligations hereunder or thereunder; and the aggregate
of all pending legal or governmental proceedings to which the Company or any subsidiary is a party or of which any of their respective
properties or assets is the subject which are not described in the Registration Statement, the General Disclosure Package and
the Prospectus, including ordinary routine litigation incidental to the business, would not reasonably be expected to result in
a Material Adverse Effect.
(xxi) Accuracy
of Descriptions. The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the
headings “Prospectus Supplement Summary—The Offering,” “Description of Capital Stock,” “Certain
Provisions of Maryland Law and of Our Charter and Bylaws” “Material Federal Income Tax Considerations,” and
“Underwriting” insofar as such statements summarize legal matters, agreements, documents, proceedings or affiliate
transactions discussed therein, are accurate and fair summaries of such legal matters, agreements, documents, proceedings or affiliate
transactions in all material respects.
(xxii) Accuracy
of Exhibits. There are no contracts or documents which are required to be described in the Registration Statement, the General
Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described
and filed as required.
(xxiii) Absence
of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification
or decree of, any Governmental Entity is necessary or required for the performance by the Company or any subsidiary of its obligations
under this Agreement or the Forward Sale Agreement, in connection with its offering, the issuance or sale of the Securities hereunder,
the issuance or sale of any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement or its consummation
of the transactions contemplated by this Agreement or the Forward Sale Agreement, except such as have been already obtained or
as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the New York Stock Exchange, state securities
laws or the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).
(xxiv) Possession
of Licenses and Permits. The Company and its subsidiaries possess such permits, licenses, approvals, consents and other authorizations
(collectively, “Governmental Licenses”) issued by the appropriate Governmental Entities necessary to conduct the business
now operated by them, except where the failure so to possess would not, singly or in the aggregate, result in a Material Adverse
Effect. The Company and its subsidiaries are in compliance with the terms and conditions of all Governmental Licenses, except
where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Governmental
Licenses are valid and in full force and effect, except when the invalidity of such Governmental Licenses or the failure of such
Governmental Licenses to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect.
Neither the Company nor any subsidiary has received any notice of proceedings relating to the revocation or modification of any
Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result
in a Material Adverse Effect.
(xxv) Title
to Personal Property. The Company and its subsidiaries have good and marketable title to, or have valid and marketable rights
to lease or otherwise use, all items of personal property that are material to the respective businesses of the Company and its
subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those
that (A) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries
or (B) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
(xxvi) Property.
(A) The Company and its subsidiaries have good and marketable fee simple title (or in the case of ground leases, a valid
leasehold interest) to all real property owned by them and the improvements (exclusive of improvements owned by tenants or by
landlords, if applicable) located thereon, in each case, free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (i) are described in the Registration Statement, the General
Disclosure Package and the Prospectus, (ii) will not, singly or in the aggregate, materially affect the value of such property
and do not interfere in any material respect with the use made and proposed to be made of such property by the Company or any
of its subsidiaries or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse
Effect; (B) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and
the Prospectus and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company
or any of its subsidiaries hold properties described in the Registration Statement, the General Disclosure Package and the Prospectus,
are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that
has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned
above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased
premises under any such lease or sublease; (C) except as otherwise set forth in or described in the Registration Statement,
the General Disclosure Package and the Prospectus and except as would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect, the mortgages and deeds of trust encumbering the properties of the Company and its subsidiaries
are not convertible into debt or equity securities of the entity owning such property or of the Company or any of its subsidiaries,
and such mortgages and deeds of trust are not cross-defaulted or cross-collateralized to any property not owned directly or indirectly
by the Company or its subsidiaries; (D) none of the Company or any of its subsidiaries has received from any Governmental
Entities any written notice of any condemnation of or zoning change affecting the properties of the Company and its subsidiaries
or any part thereof, and none of the Company or any of its subsidiaries knows of any condemnation or zoning change affecting the
properties of the Company and its subsidiaries which is threatened and, in each case, which if consummated would reasonably be
expected, individually or in the aggregate, to have a Material Adverse Effect; (E) each of the properties of the Company
and its subsidiaries complies with all applicable codes, ordinances, laws and regulations (including without limitation, building
and zoning codes, laws and regulations and laws relating to access to the properties of the Company and its subsidiaries), except
for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except
for such failures to comply that would not individually or in the aggregate reasonably be expected to have a Material Adverse
Effect; (F) neither the Company nor any subsidiary has received written notice of proposed material special assessment or
any proposed change in any property tax, zoning or land use law or availability of water affecting any property that would reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect; and (G) to the knowledge of the Company
and its subsidiaries, except as set forth in or described in the Registration Statement, the General Disclosure Package and the
Prospectus or reflected in the pro forma financial statements, and except as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, there are no uncured events of default, or events that with the giving
of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions
of the leases.
(xxvii) Title
Insurance. Title insurance in favor of the Company, the Operating Partnership and the subsidiaries has been obtained with
respect to each property owned by any such entity, except where the failure to maintain such title insurance would not have a
Material Adverse Effect.
(xxviii) Mortgages;
Deeds of Trust. The Company has provided to the Representative, the Forward Purchaser and the Forward Seller true and complete
copies of all credit agreements, mortgages, deeds of trust, guaranties, side letters, and other documents evidencing, securing
or otherwise relating to any secured or unsecured indebtedness of the Company or any of its subsidiaries (collectively, the “Loan
Documents”), and none of the Company and its subsidiaries that is party to any of the Loan Documents is in default thereunder,
nor has an event occurred which with the passage of time or the giving of notice, or both, would become a default by any of them
under any of the Loan Documents, except as otherwise set forth in the Registration Statement, the General Disclosure Package and
the Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(xxix) Environmental
Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly
or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation
of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any
judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment,
relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water,
groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum
or petroleum products, asbestos-containing materials, mold or any hazardous materials as defined by or regulated under any Environmental
Laws, as defined below (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the
Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and
are each in compliance with their requirements, (C) there are no pending or threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating
to any Environmental Law against the Company or any of its subsidiaries and (D) there are no events or circumstances that
would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any
private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials
or any Environmental Laws. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the
Prospectus, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
to the knowledge of the Company and the Operating Partnership, there have been no and are no (A) aboveground or underground
storage tanks; (B) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment; (C) asbestos or asbestos
containing materials; (D) lead based paints; (E) mold or other airborne contaminants; or (F) dry-cleaning facilities
in, on, under, or about any property owned, directly or indirectly by the Company or its subsidiaries.
In the ordinary course of their
business, upon the acquisition of a new property, the Company and its subsidiaries review the effect of Environmental Laws on such
acquisition property, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation,
any capital or operating expenditures required for clean-up, closure of the property or compliance with Environmental Laws, or
any permit, license or approval related to Environmental Laws, any related constraints on operating activities and any potential
liabilities to third parties). On the basis of such review, the Company and its subsidiaries have reasonably concluded that such
associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect,
except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.
(xxx) Accounting
Controls and Disclosure Controls. The Company and each of its consolidated subsidiaries maintain internal control over financial
reporting (as defined under Rule 13-a15 and Rule 15d-15 under the 1934 Act Regulations) and a system of internal accounting
controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s
general or specific authorization; (B) 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; and (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. Except as described in
the Registration Statement, the General Disclosure Package and the Prospectus, the Company’s internal control over financial
reporting and disclosure controls and procedures are effective at a reasonable assurance level to perform the functions for which
they were designed and established. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus,
since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s
internal control over financial reporting (whether or not remediated) and (B) 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.
(xxxi) Compliance
with the Xxxxxxxx-Xxxxx Act. There is and has been no failure on the part of the Company or, to the knowledge of the Company,
any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx
Act of 2002 and the rules and regulations promulgated thereunder or implementing the provisions thereof (the “Xxxxxxxx-Xxxxx
Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.
(xxxii) Federal
Tax Status. Commencing with its taxable year ended December 31, 2011, the Company has been organized, owned and operated
in conformity with the requirements for qualification and taxation as a real estate investment trust (a “REIT”) under
the Code. The organization, ownership and method of operation of the Company as described in the Registration Statement, the General
Disclosure Package and the Prospectus will enable the Company to meet the requirements for qualification and taxation as a REIT
under the Code for the Company’s taxable years ending December 31, 2020 and thereafter. The Company has qualified as
a REIT under the Code for the Company’s taxable year ended December 31, 2019 and intends to so qualify thereafter, and
the Company does not know of any event that would reasonably be expected to cause the Company to fail to qualify as a REIT under
the Code during any such time. All statements regarding the Company’s qualification and taxation as a REIT and descriptions
of the Company’s organization, ownership and method of operation set forth in the Registration Statement, the General Disclosure
Package and the Prospectus are true, correct and complete in all material respects. The Operating Partnership has been, is and
will be treated as a partnership within the meaning of Sections 7701(a)(2) and 761(a) of the Code and not as a publicly
traded partnership taxable as a corporation under Section 7704 of the Code.
(xxxiii) Payment
of Taxes. The Company and its current (and, with respect to (A) and (B), former) subsidiaries (A) have paid all material
federal, state, local and non-U.S. taxes (whether imposed directly, through withholding or otherwise and including any interest,
additions to tax or penalties applicable thereto) required to be paid through the date hereof, other than those being contested
in good faith by appropriate proceedings and for which adequate reserves have been provided on the books of the applicable entity,
(B) have timely filed all material tax returns or extensions thereof required to be filed through the date hereof, and all
such tax returns are correct and complete in all material respects and (C) have established adequate reserves for all material
taxes that have accrued but are not yet due and payable. The charges, accruals and reserves on the books of the Company and its
subsidiaries 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 result in a Material Adverse Effect. No tax deficiency has been asserted against the Company or any of its current
or former subsidiaries, nor does any such entity know of any tax deficiency that is likely to be asserted and, if determined adversely
to any such entity, would reasonably be expected to have a Material Adverse Effect.
(xxxiv) Transfer
Taxes. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there are no transfer
taxes or other similar fees or charges under federal law or the laws of any state or any political subdivision thereof, required
to be paid in connection with the execution and delivery of this Agreement and the Forward Sale Agreement or the issuance or sale
by the Company of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
(xxxv) Possession
of Intellectual Property. The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents,
patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary
or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively,
“Intellectual Property”) necessary to carry on the business now operated or proposed to be operated by them, and neither
the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual
Property invalid or inadequate to protect the interest of the Company or any subsidiary therein, and which infringement or conflict
(if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would
result in a Material Adverse Effect.
(xxxvi) Insurance.
The Company and its subsidiaries carry or are entitled to the benefits of insurance (including environmental 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 in such amounts as is commercially reasonable for the value of the properties owned,
in the aggregate, by the Company and its subsidiaries, 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 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.
(xxxvii) Investment
Company Act. Neither the Company, the Operating Partnership nor any subsidiary is required, or upon the issuance and sale of
the Securities as herein contemplated and the application of the net proceeds therefrom or from the Forward Sale Agreement as described
in the Registration Statement, the General Disclosure Package and the Prospectus will be required, to register as an “investment
company” under the Investment Company Act of 1940, as amended.
(xxxviii) Actively
Traded Security. The shares of Common Stock are “actively traded securities” excepted from the requirements of
Rule 101 of Regulation M under the Exchange Act by subsection (c)(1) of such rule.
(xxxix) 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 Securities or to result in
a violation of Regulation M under the 1934 Act.
(xl) Foreign
Corrupt Practices Act. None of the Company, any of its subsidiaries, or, to the knowledge of the Company, any director, officer,
agent, employee, affiliate or other person acting on behalf of such entity 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, to the knowledge of the Company, its affiliates have conducted their
businesses in compliance with the FCPA, and the Company has instituted and maintains policies and procedures designed to ensure,
and which are reasonably expected to continue to ensure, continued compliance by the Company and its subsidiaries therewith.
(xli) 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 subsidiary with
respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.
(xlii) No
Conflict with OFAC Laws. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director,
officer, agent, employee, affiliate or representatives 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, the United Nations Security Council, the European
Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively, “Sanctions”), nor is the
Company 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 net proceeds received by it from the issuance, sale and delivery of the Securities and any additional shares
of Common Stock issuable pursuant to the Forward Sale Agreement (assuming Physical Settlement), or lend, contribute or otherwise
make available such net proceeds to any 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.
(xliii) Distribution
of Offering Material. The Company and its subsidiaries have not distributed, and prior to the later of the Closing Time and
the completion of the distribution of the Securities, will not distribute, any offering material in connection with the offering
or sale of the Securities other than any preliminary prospectus, the Prospectus, any issuer free writing prospectus, or any other
materials, if any, permitted by the 1933 Act.
(xliv) Restrictions
on Distributions. No subsidiary of the Company is currently prohibited, directly or indirectly, from paying any distributions
to the Company or the Operating Partnership, from making any other distribution on such subsidiary’s equity interests or
from repaying to the Company any loans or advances to such subsidiary from the Company, except as described in or contemplated
by the Registration Statement, the General Disclosure Package and the Prospectus.
(xlv) No
Finder’s Fee. Except for the Underwriters’ discounts and commissions payable by the Company to the Underwriters
in connection with the offering of the Securities contemplated herein or as otherwise disclosed in the General Disclosure Package
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 Securities contemplated hereby.
(xlvi) Listing
on NYSE. At the Closing Time, the Securities and the maximum number of additional shares of Common Stock issuable pursuant
to the Forward Sale Agreement will be duly listed and admitted and authorized for trading on the New York Stock Exchange, subject
only to official notice of issuance.
(xlvii) Absence
of Certain Relationships. No relationship, direct or indirect, exists between or among the Company or its subsidiaries, on
the one hand, and the directors, officers or stockholders of the Company, on the other hand, which is required to be described
in the Registration Statement, the General Disclosure Package or the Prospectus which is not so described. The Company has not,
directly or indirectly, including through any subsidiary, extended credit, arranged to extend credit, or renewed any extension
of credit, in the form of a personal loan, to or for any executive officer of the Company or the Operating Partnership, or to or
for any family member or affiliate of any director or executive officer of the Company or the Operating Partnership.
(xlviii) No
Integration. Neither the Company nor the Operating Partnership has sold or issued any securities that would be integrated with
the offering of Securities pursuant to the 1933 Act and the 1933 Act Regulations or the interpretations thereof by the Commission.
(xlix) Lending
Relationship. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus,
the Company (A) does not have any material lending or other relationship with any bank or lending affiliate of any Underwriter,
the Forward Purchaser or the Forward Seller and (B) does not intend to use any of the net proceeds received by it from the
issuance, sale and delivery of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement
(assuming Physical Settlement) to repay any outstanding debt owed to any affiliate of any Underwriter, the Forward Purchaser or
the Forward Seller.
(l) Statistical
and Market-Related Data. Any statistical and market-related data included in the Registration Statement, the General Disclosure
Package or the Prospectus are based on or derived from sources that the Company reasonably believes to be reliable and, to the
knowledge of the Company, such data are accurate and, to the extent required, the Company has obtained the written consent to the
use of such data from such sources.
(li) Cybersecurity.
With such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(A) there has been no security breach, attack or other compromise of or relating to the Company’s or any of its subsidiaries’
information technology and computer systems, networks, hardware, software, data and databases (including the data of their respective
tenants, employees, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively,
“IT Systems and Data”); and (B) neither the Company nor any of its subsidiaries has been notified of, and
have no knowledge of any event or condition that would reasonably be expected to result in, any security breach, attack or other
compromise to their IT Systems and Data.
(b) Officer’s
Certificates. Any certificate signed by any officer of the Company and delivered to the Representative, the Forward Purchaser
and the Forward Seller or to their counsel shall be deemed a representation and warranty by the Company and the Operating Partnership
to each Underwriter, the Forward Purchaser and the Forward Seller as to the matters covered thereby.
(c) Representations
and Warranties by the Forward Seller. The Forward Seller represents and warrants to each Underwriter as of the date hereof,
the Applicable Time, the Closing Time and any Date of Delivery, and agrees with each Underwriter as follows:
(i) This
Agreement has been duly authorized, executed and delivered by the Forward Seller.
(ii) The
Initial Forward Sale Agreement has been duly authorized, executed and delivered by the Forward Purchaser and, assuming due authorization,
execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Forward Purchaser, enforceable
against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting creditors’ rights generally or general equitable principles.
(iii) Each
Additional Forward Sale Agreement, if any, will be duly authorized, executed and delivered by the Forward Purchaser and, assuming
due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the Forward
Purchaser, enforceable against the Forward Purchaser in accordance with its terms, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable
principles.
(iv) The
Forward Seller shall, at the Closing Time and any Date of Delivery, as applicable, have the free and unqualified right to transfer
the number of Borrowed Securities that it is required to deliver, to the extent that it is required to transfer such Borrowed Securities
hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, encumbrance, equity, restriction on
voting or transfer or any other claim of any third party of any kind; and upon delivery of such Borrowed Securities and payment
of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each
of the Underwriters shall have the free and unqualified right to transfer such Borrowed Securities purchased by it from the Forward
Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity, encumbrance, equity, restriction
on voting or transfer or any other claim of any third party of any kind.
SECTION 2. Sale and Delivery to Underwriters; Closing.
(a) Underwritten
Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein
set forth, each of the Forward Seller (with respect to Borrowed Underwritten Securities) and the Company (with respect to Company
Top-Up Underwritten Securities) agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally
and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Underwritten Securities) and the Company
(with respect to Company Top-Up Underwritten Securities), at the price per share set forth in Schedule A, the number
of Underwritten Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number
of Underwritten Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10
hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make
to eliminate any sales or purchases of fractional shares.
(b) Option
Securities.
(i) In
addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set
forth, each of the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option
Securities and Company Top-Up Option Securities) hereby grants an option to and agrees to sell to each Underwriter, severally and
not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed
Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), upon the exercise
of such option by the Underwriters, up to an additional 1,200,000 shares of Common Stock, at the price per share set forth in Schedule A,
less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities
but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may
be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company and the Forward
Seller setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the
time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”)
shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option,
nor in any event prior to the Closing Time.
(ii) Within
one business day after such notice is given, the Company may, in its sole discretion, execute and deliver to the Forward Purchaser
a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the
Forward Purchaser. Such Additional Forward Sale Agreement will relate to the forward sale by the Company, subject to the Company’s
right to elect Cash Settlement or Net Share Settlement of a number of shares of Common Stock equal to the aggregate number of Option
Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this
Section 2, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as agreed by the
parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or the
Forward Purchaser does not timely execute and deliver to the Company such Additional Forward Sale Agreement, such Additional Forward
Sale Agreement shall not be deemed to exist for purposes of this Agreement and the Company will sell a number of shares of Common
Stock equal to the aggregate number of Option Securities as to which the several Underwriters are then exercising the option. Shares
of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company
Option Securities.”
(iii) If
the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly,
will purchase that proportion of the total number of Borrowed Option Securities, Company Option Securities or Company Top-Up Option
Securities, as applicable, then being purchased which the number of Underwritten Securities set forth in Schedule A opposite
the name of such Underwriter bears to the total number of Underwritten Securities, subject, in each case, to such adjustments as
the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
(c) Payment.
Payment of the purchase price for, and delivery of certificates or security entitlements for, the Underwritten Securities shall
be made at the offices of Sidley Austin llp, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or at such other place as shall be agreed upon by the Representative, the Forward Seller and the Company, at 9:00 A.M. (Eastern
time) on the second (third, if the pricing occurs after 4:30 P.M. (Eastern time) on any given day) business day after
the date hereof (unless postponed in accordance with the provisions of Section 10), or such other time not later than ten
business days after such date as shall be agreed upon by the Representative, the Forward Seller and the Company (such time and
date of payment and delivery being herein called “Closing Time”).
In addition, in the event that any or all
of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates or
security entitlements for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall
be agreed upon by the Representative, the Forward Seller and the Company, on each Date of Delivery as specified in the notice from
the Representative to the Company and the Forward Seller.
Payment shall be made to the Forward Seller
or the Company, as applicable, by wire transfer of immediately available funds to a bank account designated by the Forward Seller
or the Company, as applicable, against delivery to the Representative for the respective accounts of the Underwriters of certificates
or security entitlements for the Securities to be purchased by them, or as the applicable parties otherwise agree. It is understood
that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment
of the purchase price for, the Underwritten Securities and the Option Securities, if any, which it has agreed to purchase. The
Representative, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of
the purchase price for the Underwritten Securities or the Option Securities, if any, to be purchased by any Underwriter whose funds
have not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve
such Underwriter from its obligations hereunder.
(d) Denominations;
Registration. Certificates for the Underwritten Securities and the Option Securities, if any, shall be in such denominations
and registered in such names as the Representative may request in writing at least one full business day before the Closing Time
or the relevant Date of Delivery, as the case may be. The Underwritten Securities and any Option Securities shall be delivered
by or on behalf of the Forward Seller or the Company, as applicable, to the Representative, through the facilities of The Depository
Trust Company, for the account of the several Underwriters, or as the parties hereto otherwise agree. The certificates for the
Underwritten Securities and the Option Securities, if any, will be made available for examination and packaging by the Representative
in The City of New York not later than 10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the
relevant Date of Delivery, as the case may be.
(e) Conditions.
If with respect to the Borrowed Securities, (i) the Company has not performed all of the obligations required to be performed
by it under this Agreement on or prior to the Closing Time or any Date of Delivery, as the case may be, (ii) any of the conditions
set forth in Section 5 hereof have not been satisfied on or prior to the Closing Time or any Date of Delivery, as the case
may be, or (iii) any of the conditions set forth in the applicable Forward Sale Agreement shall not have been satisfied on
or prior to the Closing Time or any Date of Delivery, as the case may be (clauses (i) through (iii), together, the “Conditions”),
then the Forward Seller, in its sole discretion, may elect not to borrow and deliver for sale to the Underwriters the Borrowed
Securities otherwise deliverable on such date. In addition, in the event the Forward Seller determines that in connection with
establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (or its affiliate) (x) is
unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Borrowed Securities to be
borrowed and sold pursuant to this Agreement at the Closing Time or on such Date of Delivery or (y) would incur a stock loan
cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of
Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M. (Eastern time) at the Closing Time
or the Date of Delivery, as applicable, the Forward Seller shall only be required to deliver for sale to the Underwriters on the
Closing Time or such Date of Delivery, as the case may be, the aggregate number of shares of Common Stock that the Forward Seller
or its affiliate is able to borrow in connection with establishing its hedge position at or below such cost.
SECTION 3. Covenants of the Company and the Operating
Partnership. The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter, the Forward
Purchaser and the Forward Seller as follows:
(a) Compliance
with Securities Regulations and Commission Requests. The Company, subject to Section 3(b), will comply with the requirements
of Rule 430B, and will notify the Representative, the Forward Purchaser and the Forward Seller immediately, and confirm the
notice in writing, (i) when any post-effective amendment to the Registration Statement shall become effective or any amendment
or supplement to the Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus,
including any document incorporated by reference therein or for additional information, (iv) of the issuance by the Commission
of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment or of any order preventing
or suspending the use of any preliminary prospectus or the Prospectus, or of the suspension of the qualification of the Securities
for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of
any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if
the Company becomes the subject of a proceeding under Section 8A of the 1933 Act in connection with the offering of the Securities.
The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without
reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain promptly whether the form of prospectus
transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not,
it will promptly file such prospectus. The Company will make every reasonable effort to prevent the issuance of any stop order,
prevention or suspension and, if any such order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) Continued
Compliance with Securities Laws. The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the
1934 Act Regulations so as to permit the completion of the distribution of the Securities and any additional shares of Common Stock
issuable pursuant to the Forward Sale Agreement as contemplated in this Agreement, the Forward Sale Agreement, the Registration
Statement, the General Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Securities is (or,
but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”), would be) required by
the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result
of which it is necessary, in the opinion of counsel for the Underwriters, the Forward Purchaser and the Forward Seller or for the
Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii) amend or supplement the General Disclosure Package or the Prospectus in order that the General Disclosure
Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it
is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package
or the Prospectus, as the case may be, in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the
Company will (A) promptly give the Representative, the Forward Purchaser and the Forward Seller notice of such event, (B) furnish
the Representative, the Forward Purchaser and the Forward Seller with copies of any such documents prior to such proposed filing
or use, as the case may be, (C) promptly prepare any amendment or supplement as may be necessary to correct such statement
or omission or to make the Registration Statement, the General Disclosure Package or the Prospectus comply with such requirements
and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative, the Forward Purchaser and the
Forward Seller with copies of any such amendment or supplement and (D) promptly file with the Commission any such amendment
or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative, the
Forward Purchaser and the Forward Seller or their counsel shall reasonably object. The Company will furnish to the Underwriters,
the Forward Purchaser and the Forward Seller such number of copies of such amendment or supplement as they may reasonably request.
The Company has given the Representative, the Forward Purchaser and the Forward Seller notice of any filings made pursuant to the
1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representative, the Forward
Purchaser and the Forward Seller notice of its intention to make any such filing from the Applicable Time to the Closing Time and
will furnish the Representative, the Forward Purchaser and the Forward Seller with copies of any such documents a reasonable amount
of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative,
the Forward Purchaser and the Forward Seller or their counsel shall reasonably object. If at any time when a prospectus relating
to the Securities is (or, but for the exception afforded by Rule 172, would be) required by the 1933 Act to be delivered in
connection with sales of the Securities and following issuance of an Issuer Free Writing Prospectus there occurred or occurs an
event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information
contained in the Registration Statement relating to the Securities or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made at that subsequent time, not misleading, the Company will promptly notify the Representative, the Forward
Purchaser and the Forward Seller and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus
to eliminate or correct such conflict, untrue statement or omission.
(c) Delivery
of Registration Statements. The Company has furnished or will deliver to the Representative, the Forward Purchaser and the
Forward Seller and their counsel, without charge, signed copies of the Registration Statement as originally filed and each amendment
thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated
by reference therein) and signed copies of all consents and certificates of experts, and will also deliver to the Representative,
the Forward Purchaser and the Forward Seller, without charge, a conformed copy of the Registration Statement as originally filed
and each amendment thereto (without exhibits) for each of the Underwriters, the Forward Purchaser and the Forward Seller. The copies
of the Registration Statement and each amendment thereto furnished to the Underwriters, the Forward Purchaser and the Forward Seller
will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent
permitted by Regulation S-T.
(d) Delivery
of Prospectuses. The Company has delivered to each Underwriter, the Forward Purchaser and the Forward Seller, without charge,
as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the Company hereby consents to the
use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, the Forward Purchaser
and the Forward Seller, without charge, during the period when a prospectus relating to the Securities is (or, but for the exception
afforded by Rule 172, would be) required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended
or supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or supplements thereto furnished
to the Underwriters, the Forward Purchaser and the Forward Seller will be identical to the electronically transmitted copies thereof
filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.
(e) Blue
Sky Qualifications. The Company will use its best efforts, in cooperation with the Underwriters, to qualify the Securities
for offering and sale under the applicable securities laws of such states and other jurisdictions (domestic or foreign) as the
Representative may designate and to maintain such qualifications in effect so long as required to complete the distribution of
the Securities; provided, however, that the Company shall not be obligated to file any general consent to service
of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified
or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
(f) Rule 158.
The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its
securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters, the Forward
Purchaser and the Forward Seller the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(g) Use
of Proceeds. Each of the Company and the Operating Partnership will use the net proceeds received by it from the issuance,
sale and delivery of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement (assuming
Physical Settlement) in the manner specified in the General Disclosure Package and the Prospectus under “Use of Proceeds.”
(h) Listing.
The Company will use its best efforts to effect the listing of the Securities and the maximum number of additional shares of Common
Stock issuable pursuant to the Forward Sale Agreement on the New York Stock Exchange.
(i) Restriction
on Sale of Securities. During a period of 30 days from the date of the Prospectus, the Company and the Operating Partnership
will not, without the prior written consent of the Representative, (i) directly or indirectly, offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to
purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock, including without limitation OP Units, or file any registration statement under the 1933 Act with respect to
any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in
part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described
in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise.
The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued
by the Company upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof and referred
to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock, OP Units,
LTIP Units, dividend equivalent rights or other equity-based awards issued or options to purchase Common Stock granted pursuant
to existing employee benefit plans of the Company referred to in the General Disclosure Package and the Prospectus (including the
filing of a registration statement on Form S-8 relating to such existing employee benefit plans of the Company referred to
in the Registration Statement, the General Disclosure Package and the Prospectus), (D) any additional shares of Common Stock
issuable pursuant to the Forward Sale Agreement or (E) any OP Units issued in connection with the acquisition of property
or assets, in an amount not to exceed an aggregate of 10 % of the OP Units outstanding as of the completion of the purchases contemplated
by this Agreement (including any Option Securities), provided that the recipients of the OP Units agree in writing (upon substantially
the terms set forth in the Lock Up Agreement attached hereto as Exhibit C) not to sell, offer, dispose of or otherwise
transfer any such OP Units during the remainder of the 30-day period without the prior written consent of the Representative.
(j) Reporting
Requirements. The Company, during the period when a Prospectus relating to the Securities is (or, but for the exception afforded
by Rule 172, would be) required to be delivered under the 1933 Act, will file all documents required to be filed with the
Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and 1934 Act Regulations. Additionally, the
Company shall report the use of proceeds from the issuance of the Securities and from the Forward Sale Agreement as may be required
under Rule 463 under the 1933 Act.
(k) Issuer
Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representative, the
Forward Purchaser and the Forward Seller, it will not make any offer relating to the Securities that would constitute an Issuer
Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required
to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representative,
the Forward Purchaser and the Forward Seller will be deemed to have consented to the Issuer Free Writing Prospectuses listed on
Schedule C hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that
has been reviewed by the Representative, the Forward Purchaser and the Forward Seller. The Company represents that it has treated
or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Representative, the
Forward Purchaser and the Forward Seller as an “issuer free writing prospectus,” as defined in Rule 433, and that
it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing
with the Commission where required, legending and record keeping. If at any time following issuance of an Issuer Free Writing Prospectus
there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict
with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would
include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly
notify the Representative, the Forward Purchaser and the Forward Seller and will promptly amend or supplement, at its own expense,
such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(l) Absence
of Manipulation. Except as contemplated herein or in the General Disclosure Package and the Prospectus, each of the Company
and the Operating Partnership will not take, directly or indirectly, any action designed to or that would constitute or that might
reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate
the sale or resale of the Securities or any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
(m) Qualification
and Taxation as a REIT. The Company will use its best efforts to continue to qualify for taxation as a REIT under the Code
and will not take any action to revoke or otherwise terminate the Company’s REIT election, unless the Company’s board
of directors determines in good faith that it is no longer in the best interests of the Company and its stockholders to be so qualified.
(n) Xxxxxxxx-Xxxxx.
The Company will comply in all material respects with all applicable provisions of the Xxxxxxxx-Xxxxx Act that are in effect and
applicable to the Company.
(o) Notification
of Material Events. The Company, during the period when the Prospectus is (or but for the exemption in Rule 172 would
be) required to be delivered under the 1933 Act or the 1934 Act, shall notify the Representative, the Forward Purchaser and the
Forward Seller of the occurrence of any material events respecting its (including those of the Operating Partnership) activities,
affairs or condition, financial or otherwise, if, but only if, as a result of any such event it is necessary, in the opinion of
counsel, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances
existing at the time it is (or but for the exemption in Rule 172 would be) delivered to a purchaser, and the Company will
forthwith supply such information as shall be necessary in the opinion of counsel to the Company and the Underwriters, the Forward
Purchaser and the Forward Seller for the Company to prepare any necessary amendment or supplement to the Prospectus so that, as
so amended or supplemented, the Prospectus will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is (or but for
the exemption in Rule 172 would be) delivered to a purchaser, not misleading.
SECTION 4. Payment of Expenses.
(a) Expenses.
The Company will pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement and the
Forward Sale Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial
statements and exhibits) as originally filed and each amendment thereto, (ii) the preparation, issuance and delivery of the
certificates or security entitlements for the Securities and any additional shares of Common Stock issuable pursuant to the Forward
Sale Agreement to the Underwriters, the Forward Purchaser and the Forward Seller, including any stock, transfer or other taxes
and any stamp or other duties payable upon the sale, issuance or delivery of the Securities and any additional shares of Common
Stock issuable pursuant to the Forward Sale Agreement to the Underwriters, the Forward Purchaser and the Forward Seller, (iii) the
fees and disbursements of the Company’s counsel, accountants and other advisors, (iv) the qualification of the Securities
under securities laws in accordance with the provisions of Section 3(e) hereof, including filing fees, (v) the preparation,
printing and delivery to the Underwriters, the Forward Purchaser and the Forward Seller of copies of each preliminary prospectus,
each Issuer Free Writing Prospectus and the Prospectus and any amendments or supplements thereto and any costs associated with
electronic delivery of any of the foregoing by the Underwriters to investors, (vi) the fees and expenses of any transfer agent
or registrar for the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement, (vii) the
costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with
the marketing of the Securities, including without limitation, expenses associated with the production of road show slides and
graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses
of the officers of the Company and any such consultants, and the cost of aircraft and other transportation chartered in connection
with the road show, (viii) the fees and expenses incurred in connection with the listing of the Securities and any additional
shares of Common Stock issuable pursuant to the Forward Sale Agreement on the New York Stock Exchange, (ix) the costs and
expenses (including, without limitation, any damages or other amounts payable in connection with legal or contractual liability)
associated with the reforming of any contracts for sale of the Securities made by the Underwriters caused by a breach of the representation
contained in the third sentence of Section 1(a)(iii) and (x) the filing fees incident to the review by FINRA of
the terms of the sale of the Securities and any additional shares of Common Stock issuable pursuant to the Forward Sale Agreement.
(b) Termination
of Agreement. If this Agreement is terminated by the Representative, the Forward Purchaser or the Forward Seller in accordance
with the provisions of Section 5 or Section 9(a)(i) or (iii) hereof, the Company shall reimburse the Underwriters,
the Forward Purchaser and the Forward Seller for all of their out-of-pocket expenses, including the reasonable fees and disbursements
of their counsel.
SECTION 5. Conditions of Underwriters’ and the
Forward Seller’s Obligations. The obligations of the several Underwriters and the Forward Seller hereunder are subject
to the accuracy of the representations and warranties of the Company and the Operating Partnership contained herein or in certificates
of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the
Company and the Operating Partnership of their respective covenants and other obligations hereunder, and to the following further
conditions:
(a) Effectiveness
of Registration Statement; Payment of Filing Fee. The Registration Statement has become effective and, at the Closing Time,
no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued
under the 1933 Act, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and
no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated;
and the Company has complied with each request (if any) from the Commission for additional information. The Company shall have
paid the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under
the 1933 Act Regulations without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
the 1933 Act Regulations (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance
with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of
the Prospectus).
(b) Opinion
of Counsel for Company and the Operating Partnership. At the Closing Time, the Representative, the Forward Purchaser and the
Forward Seller shall have received the favorable opinion and negative assurance statement, dated as of the Closing Time, of DLA
Piper LLP (US), counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel
for the Underwriters, the Forward Purchaser and the Forward Seller, together with signed or reproduced copies of such letters for
each of the other Underwriters, substantially in the form attached as Exhibit A hereto.
(c) Opinion
of Tax Counsel for Company and the Operating Partnership. At the Closing Time, the Representative, the Forward Purchaser and
the Forward Seller shall have received the favorable opinion, dated as of the Closing Time, of Hunton Xxxxxxx Xxxxx LLP, tax counsel
for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, the
Forward Purchaser and the Forward Seller, together with signed or reproduced copies of such letter for each of the other Underwriters,
substantially in the form attached as Exhibit B hereto.
(d) Opinion
of Counsel for Underwriters, the Forward Purchaser and the Forward Seller. At the Closing Time, the Representative, the Forward
Purchaser and the Forward Seller shall have received the favorable opinion and negative assurance statement, dated as of the Closing
Time, of Sidley Austin LLP, counsel for the Underwriters, the Forward Purchaser and the Forward Seller, together with signed or
reproduced copies of such letter for each of the other Underwriters, with respect to such matters as the Underwriters, the Forward
Purchaser and the Forward Seller may reasonably request.
(e) Officers’
Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which
information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change
in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating
Partnership and their subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, and
the Representative, the Forward Purchaser and the Forward Seller shall have received a certificate of the Chief Executive Officer
and the Chief Financial Officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material
adverse change, (ii) the representations and warranties of the Company and the Operating Partnership in Section 1(a) of
this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the
Company and the Operating Partnership have each complied with all agreements and satisfied all conditions on its part to be performed
or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement
under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has
been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.
(f) Accountant’s
Comfort Letter. At the time of the execution of this Agreement, the Underwriters and the Forward Seller shall have received
from PricewaterhouseCoopers LLP a letter, dated such date, in form and substance satisfactory to the Underwriters and the Forward
Seller, together with signed or reproduced copies of such letter for each of the other Underwriters containing statements and information
of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(g) Bring-down
Comfort Letter. At the Closing Time, the Underwriters and the Forward Seller shall have received from PricewaterhouseCoopers
LLP a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant
to subsection (f) of this Section, except that the specified date referred to shall be a date not more than three business
days prior to the Closing Time.
(h) Chief
Financial Officer’s Certificate. At the time of execution of this Agreement, the Representative, the Forward Purchaser
and the Forward Seller shall have received a certificate of the Chief Financial Officer of the Company, dated as of such date,
in a form reasonably satisfactory to the Representative, the Forward Purchaser and the Forward Seller, together with signed or
reproduced copies of such certificate for each of the other Underwriters. At the Closing Time, the Representative, the Forward
Purchaser and the Forward Seller shall have received from the Chief Financial Officer a certificate, dated as of the Closing Time,
of the Chief Financial Officer of the Company confirming that the certificate delivered by the Company at the time of execution
of this Agreement pursuant to the prior sentence of this Section 5(h) hereof remains true and correct as of the Closing
Time.
(i) General
Counsel’s Certificate. At the Closing Time, the Representative, the Forward Purchaser and the Forward Seller shall have
received a certificate of the General Counsel of the Company, dated as of such date, in a form reasonably satisfactory to the Representative,
the Forward Purchaser and the Forward Seller, together with signed or reproduced copies of such certificate for each of the other
Underwriters.
(j) Approval
of Listing. At the Closing Time, the Securities and the maximum number of additional shares of Common Stock issuable pursuant
to the Forward Sale Agreement shall have been approved for listing on the New York Stock Exchange, subject only to official notice
of issuance.
(k) No
Objection. FINRA shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms
and arrangements relating to the offering of the Securities or the Underwriters’ participation in the same.
(l) No
Amendments or Supplements. No amendment or supplement to the Registration Statement, the Prospectus, any preliminary prospectus
or any Issuer Free Writing Prospectus shall be filed to which the Underwriters, the Forward Purchaser or the Forward Seller shall
have reasonably objected in writing.
(m) Lock-up
Agreements. At the date of this Agreement, the Representative shall have received an agreement substantially in the form of
Exhibit C hereto signed by the persons listed on Schedule D hereto (by power of attorney or otherwise).
(n) Conditions
to Purchase of Option Securities. In the event that the Underwriters exercise their option provided in Section 2(b) hereof
to purchase all or any portion of the Option Securities, the representations and warranties of the Company and the Operating Partnership
contained herein and the statements in any certificates furnished by the Company and any of its subsidiaries hereunder shall be
true and correct as of each Date of Delivery and, at the relevant Date of Delivery, the Representative, the Forward Purchaser and
the Forward Seller shall have received:
(i) Officers’
Certificate. A certificate, dated such Date of Delivery, of the Chief Executive Officer and the Chief Financial Officer of
the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(e) hereof remains true
and correct as of such Date of Delivery.
(ii) Opinion
of Counsel for Company and the Operating Partnership. The favorable opinion and negative assurance statement of DLA Piper LLP
(US), counsel for the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters,
the Forward Purchaser and the Forward Seller, dated such Date of Delivery, relating to the Option Securities to be purchased on
such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(b) hereof.
(iii) Opinion
of Tax Counsel for Company and the Operating Partnership. The favorable opinion of Hunton Xxxxxxx Xxxxx LLP, tax counsel for
the Company and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, the Forward
Purchaser and the Forward Seller, dated such Date of Delivery, relating to the Option Securities to be purchased on such Date of
Delivery and otherwise to the same effect as the opinion required by Section 5(c) hereof.
(iv) Opinion
of Counsel for Underwriters, the Forward Purchaser and the Forward Seller. The favorable opinion and negative assurance statement
of Sidley Austin LLP, counsel for the Underwriters, the Forward Purchaser and the Forward Seller, dated such Date of Delivery,
relating to the Option Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required
by Section 5(d) hereof.
(v) Bring-down
Comfort Letter. A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to the Underwriters and the Forward
Seller and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to the Underwriters
and the Forward Seller pursuant to Section 5(f) hereof, except that the “specified date” in the letter furnished
pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery.
(vi) Chief
Financial Officer’s Certificate. A certificate of the Chief Financial Officer of the Company, dated such Date of Delivery,
substantially in the same form and substance as the certificate furnished to the Representative, the Forward Purchaser and the
Forward Seller pursuant to Section 5(h) hereof.
(vii) General
Counsel’s Certificate. A certificate of the General Counsel of the Company, dated such Date of Delivery, substantially
in the same form and substance as the certificate furnished to the Representative, the Forward Purchaser and the Forward Seller
pursuant to Section 5(i) hereof.
(o) Additional
Documents. At the Closing Time and at each Date of Delivery (if any) counsel for the Underwriters, the Forward Purchaser and
the Forward Seller shall have been furnished with such documents and opinions as they may require for the purpose of enabling them
to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the
representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the
Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form
and substance to the Representative, the Forward Purchaser and the Forward Seller and their counsel.
(p) Termination
of Agreement. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled,
this Agreement, or, in the case of any condition to the purchase of Option Securities on a Date of Delivery which is after the
Closing Time, the obligations of the several Underwriters to purchase the relevant Option Securities, may be terminated by the
Representative by notice to the Forward Seller and the Company at any time at or prior to Closing Time or such Date of Delivery,
as the case may be, and such termination shall be without liability of any party to any other party except as provided in Section 4
and except that Sections 1, 6, 7, 8, 12, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive any such termination and remain in
full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters, the Forward Purchaser and the Forward Seller. The Company and the Operating Partnership agree, jointly and
severally, to indemnify and hold harmless each Underwriter, the Forward Purchaser and the Forward Seller, their respective affiliates
(as such term is defined in Rule 501(b) under the 1933 Act (each, an “Affiliate”)), selling agents and each
person, if any, who controls any Underwriter, the Forward Purchaser or the Forward Seller within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, or the omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged
untrue statement of a material fact included in any preliminary prospectus, any “road show” (as defined in Rule 433)
not constituting an Issuer Free Writing Prospectus, or investor presentation made to investors by the Company in connection with
the marketing of the offering of the Securities (whether in person or electronically), any Issuer Free Writing Prospectus, the
General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject
to Section 6(d) below) any such settlement is effected with the written consent of the Company; and
(iii) against
any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representative, the
Forward Purchaser and the Forward Seller, reasonably incurred in investigating, preparing or defending against any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is
not paid under (i) or (ii) above;
provided, however, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission
or alleged untrue statement or omission made in the Registration Statement (or any amendment thereto), including any information
deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General
Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter
Information.
(b) Indemnification
of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors,
each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto),
including any information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing
Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity
with the Underwriter Information.
(c) Actions
against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying
party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying
party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall
be selected by the Representative, the Forward Purchaser and the Forward Seller, and, in the case of parties indemnified pursuant
to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall
the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior
written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect
of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the
indemnified parties are actual or potential parties thereto), unless (i) such settlement, compromise or consent (A) includes
an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding
or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf
of any indemnified party and (ii) the indemnifying party confirms in writing its indemnification obligations hereunder with
respect to such settlement, compromise or judgment.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement
is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying
party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into
and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.
SECTION 7. Contribution. If the indemnification
provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute
to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred,
(a) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership,
on the one hand, and the Underwriters, the Forward Purchaser and the Forward Seller, on the other hand, from the offering of the
Securities pursuant to this Agreement or (b) if the allocation provided by clause (a) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but
also the relative fault of the Company and the Operating Partnership, on the one hand, and of the Underwriters, the Forward Purchaser
and the Forward Seller, on the other hand, in connection with the statements or omissions, that resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company
and the Operating Partnership, on the one hand, and the Underwriters, the Forward Purchaser and the Forward Seller, on the other
hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective
proportions as (a) in the case of the Company and the Operating Partnership, the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by the Company (such net proceeds shall include the
proceeds to be received by the Company pursuant to the applicable Forward Sale Agreement, assuming Physical Settlement) and the
Operating Partnership, (b) in the case of the Underwriters, the total underwriting discounts and commissions received by the
Underwriters, and (c) in the case of the Forward Purchaser and the Forward Seller, the aggregate Spread (as defined in the
applicable Forward Sale Agreement) retained by the Forward Purchaser under such Forward Sale Agreement, net of any costs associated
therewith, as reasonably determined by the Forward Purchaser and the Forward Seller.
The relative fault of the Company and the
Operating Partnership, on the one hand, and the Underwriters, the Forward Purchaser and the Forward Seller, on the other hand,
shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact relates to information supplied by the Company or the Operating Partnership
or by the Underwriters, the Forward Purchaser and the Forward Seller and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such statement or omission.
The Company, the Operating Partnership,
the Underwriters, the Forward Purchaser and the Forward Seller agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in
this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party
and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission
or alleged omission.
Notwithstanding the provisions of this Section 7,
no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter
has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the 0000 Xxx) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation.
For purposes of this Section 7, each
person, if any, who controls an Underwriter, the Forward Purchaser or the Forward Seller within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s, the Forward Purchaser’s and the Forward
Seller’s respective Affiliates and selling agents shall have the same rights to contribution as such Underwriter, the Forward
Purchaser or the Forward Seller, and each director of the Company, each officer of the Company who signed the Registration Statement,
and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company or the Operating Partnership,
subject in each case to the preceding two paragraphs. The Underwriters’ respective obligations to contribute pursuant to
this Section 7 are several in proportion to the number of Underwritten Securities set forth opposite their respective names
in Schedule A hereto and not joint.
The provisions of this Section shall
not affect any agreement among the Company and the Operating Partnership with respect to contribution.
SECTION 8. Representations, Warranties and Agreements
to Survive. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the
Company, the Operating Partnership or any of subsidiary of the Company submitted pursuant hereto, shall remain operative and in
full force and effect regardless of (i) any investigation made by or on behalf of any Underwriter, the Forward Purchaser,
the Forward Seller or any of their respective Affiliates or selling agents, any person controlling such party, its officers or
directors, any person controlling the Company or any person controlling the Operating Partnership and (ii) delivery of and
payment for the Securities.
SECTION 9. Termination of Agreement.
(a) Termination.
The Representative, the Forward Purchaser and the Forward Seller may terminate this Agreement, by notice to the Company, at any
time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material
adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects
of the Company, the Operating Partnership and the subsidiaries of the Company, whether or not arising in the ordinary course of
business, (ii) 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 the Representative, impracticable or inadvisable to market the Securities or to enforce
contracts for the sale of the Securities, (iii) if trading in any securities of the Company has been suspended or materially
limited by the Commission or the New York Stock Exchange, (iv) if trading generally on the NYSE American or the New York Stock
Exchange or in the Nasdaq Global Market has been suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said exchanges or by order of the Commission, FINRA or any
other governmental authority, (v) a material disruption has occurred in commercial banking or securities settlement or clearance
services in the United States, or (vi) if a banking moratorium has been declared by either federal or New York authorities.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 12, 13, 14, 15, 16, 17,
18, 19 and 20 shall survive such termination and remain in full force and effect.
SECTION 10. Default by One or More of the Underwriters.
If one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase the Securities which it or
they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representative shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein
set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then:
(i) if
the number of Defaulted Securities does not exceed 10% of the number of Securities to be purchased on such date, each of the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective
underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or
(ii) if
the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement or, with
respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Forward
Seller and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without
liability on the part of any non-defaulting Underwriter.
No action taken pursuant to this Section shall
relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does
not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does
not result in a termination of the obligation of the Underwriters to purchase and the Forward Seller and the Company to sell the
relevant Option Securities, as the case may be, either the (i) Representative or (ii) the Forward Seller or the Company,
as applicable, shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period
not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package
or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person
substituted for an Underwriter under this Section 10.
SECTION 11. Additional Issuance and Sale by the Company.
(a) In
the event that (i) all the Conditions are not satisfied on or prior to the Closing Time (in respect of the Borrowed Underwritten
Securities) or any Date of Delivery (in respect of any Borrowed Option Securities for which an Additional Forward Sale Agreement
has been executed) and the Forward Seller elects, in accordance with Section 2(e) not to deliver the total number of
Borrowed Securities deliverable by the Forward Seller hereunder, (ii) the Forward Seller determines that, in connection with
establishing its commercially reasonable hedge position, in its sole judgment, the Forward Seller (or its affiliate) (x) is
unable, after using commercially reasonable efforts, to borrow and deliver for sale the full number of Borrowed Securities to be
borrowed and sold pursuant to this Agreement at the Closing Time or on such Date of Delivery or (y) would incur a stock loan
cost of more than a rate equal to 200 basis points per annum to do so with respect to all or any portion of such full number of
Borrowed Securities, then, in each case and upon notice delivered no later than 9:00 A.M., Eastern time, at the Closing Time or
the Date of Delivery, as applicable, the Company shall issue and sell to the Underwriters on the Closing Time or the Date of Delivery,
as the case may be, pursuant to Section 2, in whole but not in part, an aggregate number of shares of Common Stock equal to
the number of Borrowed Securities otherwise deliverable on such date that the Forward Seller does not so deliver and sell to the
Underwriters. In connection with any such issuance and sale by the Company, the Company or the Representative shall have the right
to postpone the Closing Time or the Date of Delivery, as the case may be, for a period not exceeding one business day in order
to effect any required changes in any documents or arrangements. The shares of Common Stock sold by the Company to the Underwriters
pursuant to this Section 11(a): (i) in lieu of any Borrowed Underwritten Securities are herein referred to collectively
as the “Company Top-Up Underwritten Securities” and (ii) in lieu of any Borrowed Option Securities for which an
Additional Forward Sale Agreement has been executed are herein referred to collectively as the “Company Top-Up Option Securities.”
(b) Neither
the Forward Purchaser nor the Forward Seller shall have any liability whatsoever for any Borrowed Securities that the Forward Seller
does not deliver and sell to the Underwriters or any other party if (i) all of the Conditions are not satisfied on or prior
to the Closing Time or the Date of Delivery, as applicable, and (ii) the Forward Seller elects, in accordance with Section 2(e),
not to deliver and sell to the Underwriters the Borrowed Shares to be sold by it.
SECTION 12. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication.
(a) Notices
to the Underwriters shall be directed to the Representative at Citigroup Global Markets Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, attention of General Counsel (Facsimile: (000) 000-0000);
(b) Notices
to the Forward Purchaser and the Forward Seller at 000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of Equity
Derivatives (email: xx.xx.xxx.xxxxxxxxxxxxx@xxxx.xxx); and
(c) Notices
to the Company and the Operating Partnership shall be directed to them at STAG Industrial, Inc., Xxx Xxxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxx, Xxxxxxxxxxxxx 00000, Attention: Chief Financial Officer (facsimile (000) 000-0000), with a copy to DLA Piper LLP (US),
0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention of Xxxxx X. Xxxxxxx (facsimile (000) 000-0000).
SECTION 13. No Advisory or Fiduciary Relationship.
The Company and its subsidiaries acknowledge and agree that (a) the purchase and sale of the Securities pursuant to this Agreement,
including the determination of the initial public offering price of the Securities and any related discounts and commissions, is
an arm’s-length commercial transaction between the Company and its subsidiaries, on the one hand, and the several Underwriters,
the Forward Purchaser and the Forward Seller, on the other hand, (b) in connection with the offering of the Securities and
the process leading thereto, each of the Underwriters, the Forward Purchaser and the Forward Seller is and has been acting solely
as a principal and is not the agent or fiduciary of the Company, any of its subsidiaries, or their respective stockholders, equity
interest holders, creditors, employees or any other party, (c) none of the Underwriters, the Forward Purchaser or the Forward
Seller has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or its subsidiaries with respect
to the offering of the Securities or the process leading thereto (irrespective of whether such Underwriter, the Forward Purchaser
or the Forward Seller has advised or is currently advising the Company or any of its subsidiaries on other matters) and none of
the Underwriters, the Forward Purchaser or the Forward Seller has any obligation to the Company or any of its subsidiaries with
respect to the offering of the Securities except the obligations expressly set forth in this Agreement, (d) the Underwriters,
the Forward Purchaser, the Forward Seller and their respective affiliates may be engaged in a broad range of transactions that
involve interests that differ from those of each of the Company and its subsidiaries, and (e) none of the Underwriters, the
Forward Purchaser, the Forward Seller or their legal counsel has provided any legal, accounting, regulatory or tax advice to the
Company or its subsidiaries with respect to the offering of the Securities and the Company and its subsidiaries have consulted
their own respective legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.
SECTION 14. Parties. This Agreement shall each inure
to the benefit of and be binding upon the Underwriters, the Forward Purchaser, the Forward Seller, the Company and the Operating
Partnership and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any person, firm or corporation, other than the Underwriters, the Forward Purchaser, the Forward Seller, the Company and
the Operating Partnership and their respective successors and the controlling persons and officers, directors, Affiliates or selling
agents referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or
claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions
hereof are intended to be for the sole and exclusive benefit of the Underwriters, the Forward Purchaser, the Forward Seller, the
Company and the Operating Partnership and their respective successors, and said controlling persons and officers, directors, Affiliates
or selling agents and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser
of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
SECTION 15. Recognition of the
U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter, the Forward Purchaser or the Forward Seller that is a Covered Entity becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer from such Underwriter, the Forward Purchaser or the Forward Seller of this
Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by
the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter, the Forward Purchaser or the Forward Seller that is a Covered Entity or a BHC Act Affiliate of
such Underwriter, Forward Purchaser or Forward Seller becomes subject to a proceeding under a U.S. Special Resolution Regime, Default
Rights under this Agreement that may be exercised against such Underwriter, Forward Purchaser or Forward Seller are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this
Agreement were governed by the laws of the United States or a state of the United States.
For purposes of this Section 15, a “BHC Act Affiliate”
has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. §
1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined
in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned
to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.
Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
SECTION 16. Trial by Jury. Each of the Company (on
its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates), the Operating Partnership,
the Underwriters, the Forward Purchaser and the Forward Seller 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.
SECTION 17. GOVERNING LAW. THIS AGREEMENT AND ANY
CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF, THE STATE OF NEW YORK, WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS.
SECTION 18. Consent to Jurisdiction. Any legal suit,
action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in
(i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or
(ii) the courts of the State of New York located in the City and County of New York, Borough of Manhattan (collectively, the
“Specified Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted
in regard to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction
is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by
mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding
brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit,
action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.
SECTION 19. TIME. TIME SHALL BE OF THE ESSENCE OF
THIS AGREEMENT. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
SECTION 20. Partial Unenforceability. The invalidity
or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of
any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined
to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary
to make it valid and enforceable.
SECTION 21. Counterparts. This Agreement may be
executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature
covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or
other applicable law, e.g., xxx.xxxxxxxx.xxx) or other transmission method and any counterpart so delivered shall be deemed to
have been duly and validly delivered and be valid and effective for all purposes.
SECTION 22. Effect of Headings. The Section headings
herein are for convenience only and shall not affect the construction hereof.
[Signature Pages Follow]
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with
all counterparts, will become a binding agreement among the parties hereto in accordance with its terms.
|
Very truly yours, |
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STAG INDUSTRIAL, INC. |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
|
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Title: Executive Vice President, General Counsel and Secretary |
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STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. |
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By: |
STAG Industrial GP, LLC |
|
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as the sole general partner |
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By: |
STAG Industrial, Inc. |
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as the sole member |
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By: |
/s/ Xxxxxxx Xxxxxxxx |
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Name: Xxxxxxx Xxxxxxxx |
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Title: Executive Vice President, General Counsel and Secretary |
[Signature
Page to Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By: |
/s/ Xxxxxx Xxxxx |
|
|
Authorized Signatory |
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For itself and as Representative of the other Underwriters named
in Schedule A hereto.
[Signature
Page to Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of
the date first above written:
CITIGROUP GLOBAL MARKETS INC.
By: |
/s/ Xxxxxx Xxxxx |
|
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Authorized Signatory |
|
As Forward Seller
[Signature
Page to Underwriting Agreement]
CONFIRMED AND ACCEPTED,
as of
the date first above written:
CITIBANK, N.A.
By: |
/s/ Xxxxx Xxxxxxxxx |
|
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Authorized Signatory |
|
As Forward Purchaser, solely as the recipient and/or beneficiary
of certain representations, warranties, covenants and indemnities set forth in this Agreement
[Signature
Page to Underwriting Agreement]
SCHEDULE A
The initial public offering price per share for the Securities
shall be the price paid by each initial purchaser of the Securities.
The purchase price per share for the Securities to be paid by
the several Underwriters shall be $30.02 subject to adjustment in accordance with Section 2(b) for dividends or distributions
declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities.
Name of Underwriter | |
Number
of Underwritten Securities to be Purchased | |
Citigroup Global Markets Inc. | |
| 4,000,000 | |
Xxxxxxxxx LLC | |
| 2,000,000 | |
Xxxxxxx Xxxxx & Associates, Inc. | |
| 2,000,000 | |
Total | |
| 8,000,000 | |
Name of Forward Seller | |
Number
of Borrowed Underwritten Securities to be Sold | | |
Maximum Number of Borrowed Securities to
be Sold | |
Citigroup Global Markets Inc. | |
| 8,000,000 | | |
| 9,200,000 | |
Total | |
| 8,000,000 | | |
| 9,200,000 | |
Schedule B
Pricing Terms
| 2. | Maximum number of Option Securities the Underwriters may purchase, severally and not jointly: 1,200,000 |
| 3. | The initial public offering price per share for the Securities shall be the price paid by each initial purchaser of the Securities. |
Schedule C
Free Writing Prospectuses
None.
Schedule D
Xxxxxxxx X. Xxxxxxx
Jit Xxx Xxxx
Xxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Xxxxx X. Xxxxxxxxxxx
Xxxxxxx X. Xxxxxx III
Xxxxxxxxxxx X. Xxxx
Xxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxxx
Xxxxx X. Xxxx
Xxxxxx X. Xxxx